FRONTIER ENERGY LIMITED - Proxy Solicitation & Information Statement 2020

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4 November 2020

Dear Shareholder,

General Meeting – Notice and Proxy Form

Notice is hereby given that the 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 9 December 2020 at 10.00 am (WST) ( Meeting ).

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government’s and State Government’s current restrictions for physical gatherings.

In accordance with temporary modification to the Corporations Act 2001 (Cth) under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company will not be dispatching physical copies of the Notice of Meeting ( NOM ) to shareholders. Instead, a - - copy of the NOM is available at: https://superiorlake.com.au/investor dashboard/asx announcements/.

If you have not elected to receive notices by email, a copy of this letter and your personalised proxy form has been sent by post for your convenience.

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, 7 December 2020, 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.

Circumstances relating to COVID-19 are changing rapidly. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website at https://superiorlake.com.au/.

The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. 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 [email protected].

Stuart McKenzie

Company Secretary

Superior Lake Resources Limited ACN 139 522 553

1202 Hay Street 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 GENERAL MEETING

For the general meeting of the Company to be held at 1202 Hay Street, West Perth on 9 December 2020 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

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 1202 Hay Street, West Perth on 9 December 2020 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 7 December 2020 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. Resolution 1 – Approval of disposal of main undertaking

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

“That, for the purposes of Listing Rule 11.2 and for all other purposes, approval is given to the Company to dispose of its interest in the Superior Lake Zinc Project, being its main undertaking, on the terms and conditions and in the manner set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any of the following persons:

(a) CROPS Inc;
(b) any other person who will obtain a material benefit as a result of the disposal of the main undertaking (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(c) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 1 by:

(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with directors given to the proxy or attorney to vote on Resolution 1 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 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:
(i) 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 Resolution 1; and
(ii) the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Ratification of June Placement

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 12,000,000 Shares to professional and sophisticated investors on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any associates of those persons.

However, this does not apply to a vote cast in favour of Resolution 2 by:

(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with directors given to the proxy or attorney to vote on Resolution 2 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chair to vote on Resolution 2 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:
(i) 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 Resolution 2; and
(ii) the holder votes on Resolution 2 in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Ratification of August Placement

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 16,666,673 Shares to professional and sophisticated investors on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any associates of those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with directors given to the proxy or attorney to vote on Resolution 3 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 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:
(i) 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 Resolution 3 and
(ii) the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Director Participation in August Placement

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 1,458,333 Shares 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 Resolution 4 by or on behalf of any of the following persons:

(a) Mr Grant Davey;
(b) any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(c) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 4 by:

(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with directors given to the proxy or attorney to vote on Resolution 4 in that way; or

(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on Resolution 4 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:
(i) 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 Resolution 4; and
(ii) the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 – Issue of Options to 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 10.14 and for all other purposes, Shareholders approve the issue of 750,000 Options ( Director Options ) to Mr Grant Davey (or his nominee) under the Plan and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Option Plan or their nominee; or
(b) an associate of that person.

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by Chair 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; or
(c) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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: (i) a member of the Key Management Personnel; or (ii) 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 Company need not disregard a vote if 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 it is cast by the Chair 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.

By order of the Board

Stuart McKenzie Company Secretary Superior Lake Resources Limited Dated 4 November 2020

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

EXPLANATORY MEMORANDUM

6. 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 9 December 2020 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 2:	Action to be taken by Shareholders
Section 3:	Resolution 1 – Approval of disposal of main undertaking
Section 4:	Resolution 2 – Ratification of June Placement
Section 5:	Resolution 3 – Ratification of August Placement
Section 6:	Resolution 4 – Director Participation in August Placement
Section 7:	Resolution 5 – Issue of Options to Mr Grant Davey
Schedule 1:	Definitions
Schedule 2:	Summary of key terms of Employee Share Option Plan
Schedule 3:	Pro forma balance sheet

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

6.1 Time and place of Meeting

Notice is given that the Meeting will be held at 1202 Hay Street, West Perth on 9 December 2020 at 10:00 am (AWST).

6.2 Your vote is important

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

6.3 Voting eligibility

6.4 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.

6.5 Responsibility

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

6.6 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.

6.7 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.

7. Action to be taken by Shareholders

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

7.1 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.

7.2 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.

7.3 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

(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.

7.4 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.

7.5 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 7 December 2020. 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 [email protected] 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.

7.6 Voting exclusions

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

8. Resolution 1 – Approval of disposal of main undertaking

8.1 Background

On 10 September 2020, the Company announced that, together with its subsidiary, Ophiolite Holdings Pty Ltd ( Ophiolite ), it had entered into a definitive agreement to vend its interests in the Superior Lake Zinc Project ( Project ) located in Ontario, Canada into the TSX-V listed company CROPS Inc. (TSXV: COPS) ( CROPS ) by way of a sale of all of the shares in Pick Lake Mining Limited ( Pick Lake ) held by Ophiolite to CROPS ( Transaction ). Pick Lake is a wholly owned subsidiary of Ophiolite.

The Company acquired its interests in the Project in 2017 and, since then, has significantly advanced its development through multiple development studies. For further information on the Project, please refer to the Company's website and announcement on the ASX platform.

Please see section 8.2 for an explanation of the consequences of Resolution being approved or not approved.

However, owing to a weakening in equity markets for junior resource companies and a sharp fall in the zinc price towards the end of 2019, securing the equity component required to fully finance the development of the Project could not be achieved without substantially diluting Shareholders.

Subsequently, the impact of COVID-19 has made travel to the Project by senior management of the Company, who are all based in Australia, difficult and it remains highly uncertain when regular international travel to the Project may resume. As a result, the Company believes that having control of the Project in the hands of a strong and reputable management team based in Canada is the best option available for the Company to crystallise additional value in the Project.

CROPS is a Canadian listed junior resource company focused primarily on the acquisition and exploration of mineral properties. CROPS is a company governed under the laws of Yukon intending to continue into British Columbia immediately prior to the completion of the Transaction. CROPS is a reporting issuer in the Provinces of British Columbia and Alberta, and its Common Shares are listed on the TSXV under the symbol “COPS”.

Following the closing of the Transaction, CROPS will continue the existing business with respect to the acquisition, exploration and development of mineral properties with a particular focus on the Superior Lake Project. CROPS intends to conduct an exploration program on the Superior Lake Project with the aim of expanding the areas of mineralization identified by Superior Lake, at an estimated cost of $500,000. It is intended that this exploration program will commence promptly following completion of the Transaction.

For further information on CROPS, please refer to the CROPS website: http://www.crop2o5.com/s/Home.asp.

The Project will become CROPS's main undertaking on completion of the Transaction ( Completion ). The Transaction will also require approval by CROPS' shareholders.

8.2 Listing Rule 11.2

Listing Rule 11.2 requires a listed company to obtain the approval of its shareholders to a disposal of its main undertaking. The Transaction is a disposal of the Company's main undertaking for these purposes.

Resolution 1 seeks the required shareholder approval to the Transaction under and for the purposes of Listing Rule 11.2.

Resolution 1 is an ordinary resolution.

If Resolution 1 is passed and the other conditions precedent to the Transaction (described below) are satisfied or waived, the Company will be able to proceed with the Transaction and:

(a) On Completion, Ophiolite will be issued with 128,920,000 CROPS Shares and receive cash payments of A$200,000 and C$500,000, with the C$500,000 representing reimbursement for the final payment to acquire the Pick Lake Project that is expected to be made in December 2020 ( Pick Lake Payment );
(b) the Company will retain an indirect interest in the Project through Ophiolite's holding of CROPS Shares which will be equal to approximately 70% of CROPS Shares then to be on issue;
(c) CROPS will pay C$50,000 to the previous owner of the Project ( Pick Lake Deposit ) thereby relieving the Company of that obligation; and

(d) any subsequent transaction the Company enters into will attract the application of Listing Rule 11.1.3 and as a result require the Company to re-comply with Chapters 1 and 2 of the Listing Rules.

If Resolution 1 is not passed, the Company will not be able to proceed with the Transaction and:

(a) the Company will continue to maintain its interest in the Project;
(b) the Company will have to continue to fund the Project;
(c) the Company will have to fund and pay the Pick Lake Deposit;
(d) the Company will have to pay CROPS the break fee described in section 8.4(b)(viii); and
(e) the Company may seek alternative opportunities to dispose of the Project.

8.3 Advantages and disadvantages of Transaction

The Board believes that the following non-exhaustive list of advantages may be relevant to a Shareholder's decision on how to vote on Resolution 1:

(a) the disposal allows the Company to maintain an indirect interest in the Project without having to incur the associated costs of maintaining and developing the Project (including direct Tenement costs and payments to the previous owner of the Project);
(b) the Company will be able to focus on, and apply the proceeds from the Transaction towards, sourcing new opportunities which the Board believes will add value to Shareholders;
(c) the Transaction will have no dilutionary impact on Shareholders;
(d) the Company will, through its indirect shareholding in CROPS on Completion, retain an interest in the Project and therefore potentially derive some future potential benefit from the Project (such as dividends paid by CROPS); and
(e) the Company believes that having control of the Project in the hands of a strong and reputable management team based in Canada is the best option available for the Company to crystallise additional value in the Project.

The Board believes that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote on Resolution 1:

(a) the Transaction involves the Company disposing of its main undertaking, which may not be consistent with the investment objectives of all Shareholders;
(b) the Completion Payment Shares issued to Ophiolite will be subject to escrow once issued and will be released from escrow in tranches;
(c) if the Company enters into any subsequent transaction, it will need to re-comply with Chapters 1 and 2 of the Listing Rules, which will entail significant associated re-compliance costs; and
(d) ASX will afford the Company a period of six months from the date the disposal is announced to demonstrate to ASX that it is compliant with Listing Rule 12.1 (the requirement that an entity's operations are sufficient to continue quotation

of its securities and its listing). If the Company does not demonstrate compliance with this rule to ASX's satisfaction by the six month anniversary, ASX will suspend trading in the Company's securities.

8.4 Specific information required by ASX

Pursuant to and in accordance with ASX Guidance Note 12, the following information is provided in relation to Resolution 1:

(a) Parties

The parties to the Transaction are CROPS, as the buyer, and Ophiolite, as the seller of the shares in Pick Lake.

The Company has agreed to act as guarantor of Ophiolite's obligation to pay the break fee described in section 8.4(b)(viii).

(b) Material terms

The material terms of the Transaction are as follows:

(i) ( consideration ) As consideration for the Transaction, CROPS has:
(A) paid Ophiolite a non-refundable cash payment of C$25,000; and
(B) agreed to on Completion:
- (1) pay Ophiolite cash payments of A$200,000 and C$500,000 (see section 11.2(a); and
- (2) issue Ophiolite 128,920,000 CROPS Shares ( Completion Payment Shares ), which are expected to be valued at approximately A$13.62 million[1] ,

(subject to any withholding tax). The Completion Payment Shares are expected to comprise approximately 70% of the issued and outstanding CROPS Shares immediately following Completion[2] .

In addition, following Completion, on or before 7 December 2020, CROPS will pay C$500,000 to the previous owner of the Pick Lake deposit, which will complete the Company's obligations regarding its acquisition of that portion of the Project.

(ii) ( escrow ) The Completion Payment Shares issued to Ophiolite will be subject to escrow once issued and will be released in tranches as follows:
(A) 50% of the Completion Payment Shares shall be released from escrow on the date that is 6 months from the date of the TSXV Final Bulletin;

1 Assuming the CROPS Shares are valued at a price per share of C$0.10 and the AUD:CAD exchange rate is $0.9470.

2 Calculated on a fully diluted basis (excluding any out of the money options and warrants), and assuming CROPS raises C$3 million in its capital raising at a price of C$0.10 per CROPS Share and CROPS issues 20,956,982 CROPS Shares to convert its outstanding debentures.

(B) 25% of the Completion Payment Shares shall be released from escrow on the date that is 12 months from the date of the TSXV Final Bulletin; and
(C) 25% of the Completion Payment Shares shall be released from escrow on the date that is 18 months from the date of the TSXV Final Bulletin.
(iii) ( Completion ) Completion will occur on the date being two Business Days after the satisfaction or waiver of the conditions precedent described in clauses 8.4(b)(iv)(A) to 8.4(b)(iv)(H), or such other date as CROPS and Ophiolite agree.
(iv) ( conditions precedent ) Completion is conditional on the satisfaction or waiver of the following conditions:
(A) shareholders of CROPS approving the Transaction;
(B) shareholders of the Company approving the Transaction;
(C) CROPS and Ophiolite obtaining all regulatory consents and approvals necessary for the Transaction;
(D) CROPS completing a capital raising (under which it is seeking to raise C$3million);
(E) CROPS receiving approval from the TSX-V that the Completion Payment Shares will be listed for trading following Completion, subject only to customary post-closing conditions;
(F) there being no material adverse change to CROPS;
(G) there being no material adverse change to Pick Lake;
(H) Ophiolite completing a restructure to:
- (1) transfer the Blood Lake Area, Cirrus Lake Area, Martinet Lake Area, Vein Creek Area, Killraine, Pays Plat Lake Area, Priske, Lower Aguasabon Lake Area, Strey, Rope Lake Area, Santoy Lake Area, Turri Area and Big Duck Lake tenements ( Tenements ), and licences associated with the Tenements, from Ophiolite to Pick Lake; and
- (2) assign the option agreements for Pick Lake and Winston Lake from Ophiolite to Pick Lake;
(I) CROPS completing a 10:1 consolidation of the CROPS Shares; and
(J) CROPS converting its outstanding debentures to CROPS Shares.
(v) ( warranties ) Ophiolite has given customary warranties for a transaction of this nature, including regarding its title to the sale shares in Pick Lake and the Tenements, which are subject to customary limitations of liabilities.

(vi) ( indemnities ) Ophiolite has agreed to provide specific indemnities that reflect a transaction of this nature (such as indemnities relating to the restructure referred to in section 8.4(b)(iv)(H)).
(vii) ( termination ) The sale agreement may be terminated by either party if:
(A) any conditions precedent are not satisfied or waived by 30 November 2020, or such other date as agreed between the parties;
(B) any conditions precedent in its favour become incapable of satisfaction or are agreed by the parties as being incapable of satisfaction; or
(C) the other party is in material breach of any of its obligations under the agreement.
(viii) ( CROPS break fee ) Ophiolite must pay CROPS a break fee of C$150,000 if the sale agreement is terminated due to material breach by Ophiolite, for failure to satisfy any condition in sections 8.4(b)(iv)(B), 8.4(b)(iv)(G) or 8.4(b)(iv)(H), or failure to satisfy the condition in section 8.4(b)(iv)(C) where the failure is caused by Ophiolite failing to comply with its obligations under the sale agreement.
(ix) ( Ophiolite break fee ) CROPS must pay Ophiolite a break fee of C$125,000 if the sale agreement is terminated due to material breach by CROPS, for failure to satisfy any condition in sections 8.4(b) (iv)(A), 8.4(b)(iv)(D) to 8.4(b)(iv)(F), 8.4(b)(iv)(I) and 8.4(b)(iv)(J), or failure to satisfy the condition in section 8.4(b)(iv)(C) where the failure is caused by CROPS failing to comply with its obligations under the sale agreement.

(c) Financial effect on Company

A pro-forma balance sheet has been prepared based on the Company's consolidated balance sheet for the half year ending 30 June 2020 which sets out the financial effects the Transaction is expected to have on the Company and is included as Schedule 3.

The table below shows the impact of the Transaction on various key financial metrics.

	Pre-	Transaction	Post
	Transaction	impact	Transaction
Consolidated total assets (A$)	1,948,618	12,153,209	14,101,827
Total equity interests (A$)	1,665,983	12,153,209	13,819,192
Consolidated Income (A$)	17,281	12,153,209	12,170,490
Annual Expenditure	742,989	-	742,989
Annual profit / (loss) before tax
(A$)	(725,708)	12,153,209	11,427,501

(d) Effect on interests of security holders

The Transaction will not impact the capital structure of the Company or the holdings of security holders in the Company.

(e) Changes to business model

Following Completion, the Company intends to subsequently identify and acquire a suitable new main undertaking.

Listing Rule 12.1 requires that an entity's operations are sufficient to continue quotation of its securities and its listing.

Subject to ASX's policy on immediately suspending an entity's securities from quotation when a re-compliance transaction is announced, ASX will afford the Company a period of six months from the date the disposal is announced to demonstrate to ASX that it is compliant with Listing Rule 12.1.

(f) Use of proceeds

Ophiolite will receive a cash payment of A$200,000 on completion of the Transaction. Funds received will be used to identify and acquire a suitable new main undertaking and for working capital purposes.

(g)

Changes to Board or senior management

The Company does not propose to make any changes to its board or senior management in connection with, or as a consequence of, the Transaction.

(h)

Timetable

The timetable for implementing the Transaction is set out below:

Event	Date
Superior shareholder meeting	9 December 2020
CROPS shareholder meeting	Late December 2020
Last day to satisfy conditions precedent (unless otherwise agreed in writing)	30 November 2020
Transaction completion	Late December 2020- January 2021
Last day to satisfy ASX that the Company is compliant with Listing Rule 12.1	10 March 2021

Should the Company find a suitable new main undertaking, any subsequent transaction the Company enters into will attract the application of Listing Rule 11.1.3 and as a result require the Company to re-comply with Chapters 1 and 2 of the Listing Rules. The Company will provide a timetable in relation to implementing any subsequent transaction in due course.

8.5 Voting exclusion statement

A voting exclusion statement is included in the Notice for Resolution 1.

8.6 Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

9. Resolution 2 – Ratification of June Placement

9.1 General

On 9 June 2020, the Company announced that it had received commitments to raise $600,000 (before costs) through the placement of 12,000,000 Shares at $0.05 per Share to professional and sophisticated investors ( June Placement ).

On 17 June 2020, the Company issued 12,000,000 Shares at $0.05 per Share to raise $600,000 (before costs) ( June Placement Shares ). The allotments were made without Shareholder approval under Listing Rule 7.1, which allows up to 15% of eligible capital to be issued without Shareholder approval.

Resolution 2 seeks ratification pursuant to Listing Rule 7.4 for the issue of the June Placement Shares).

Resolution 2 is an ordinary resolution.

9.2 Listing Rule 7.1

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.

The June Placement does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 2 seeks Shareholder approval for the June Placement under and for the purposes of Listing Rule 7.4.

If Resolution 2 is passed, the June Placement will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is not passed, the August Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

9.3 Information required by Listing Rule 7.5

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

(a) The June Placement Shares were issued to sophisticated and professional investors either known to the Company or introduced by BW Equities Pty Ltd

( BW Equities ), who acted as lead manager to the June Placement. The investors selected to participate in the June Placement were identified by BW Equities through a bookbuild process and are experienced investors in the resources sector (that do not require a Disclosure Document), with an understanding of the risks associated with investing in base metals exploration and development projects. In addition, larger existing Superior Lake shareholders were identified by both BW Equities and the Company as prospective investors in the Placement.

None of the June Placement Shares have been issued to related parties or key management personnel.

(b)
12,000,000 Shares were issued in connection with the June Placement.
(c) The June Placement Shares are fully paid ordinary shares and rank equally with the Company’s existing Shares on issue.
(d)
The June Placement Shares were issued on 17 June 2020.
(e) The June Placement Shares were issued at a price of $0.05 per Share, raising a total of approximately $600,000 (before costs).
(f) Proceeds will be used to fund due diligence activities as well as general corporate purposes.
(g) The June Placement Shares were issued pursuant to commitment letters between the investors and the Company whereby investors agreed to subscribe for June Placement Shares at an issue price of $0.05 per Share.
(h) A voting exclusion statement is included in the Notice for Resolution 2.

9.4 Director Recommendation

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

10. Resolution 3 – Ratification of August Placement

10.1 General

On 30 July 2020, the Company announced that it had received commitments to raise $2.175 million (before costs) through the placement of 18,125,000 Shares at $0.12 per Share to professional and sophisticated investors ( August Placement ).

On 7 August 2020, the Company issued 16,666,673 Shares at $0.12 per Share to raise $2 million (before costs) ( August Placement Shares ). The allotments were made without Shareholder approval under Listing Rule 7.1, which allows up to 15% of eligible capital to be issued without Shareholder approval.

Resolution 3 seeks ratification pursuant to Listing Rule 7.4 for the issue of the August Placement Shares).

Resolution 3 is an ordinary resolution.

10.2 Listing Rule 7.1

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.

The August Placement does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 3 seeks Shareholder approval for the August Placement under and for the purposes of Listing Rule 7.4.

If Resolution 3 is passed, the August Placement will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 3 is not passed, the August Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

10.3 Information required by Listing Rule 7.5

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

(a) The August Placement Shares were issued to sophisticated and professional investors either known to the Company or introduced by BW Equities, who acted as lead manager to the August Placement.

The investors selected to participate in the August Placement were identified by BW Equities through a bookbuild process and are experienced investors in the resources sector (that do not require a Disclosure Document), with an understanding of the risks associated with investing in base metals exploration and development projects. In addition, larger existing Superior Lake shareholders were identified by both BW Equities and the Company as prospective investors in the Placement.

None of the August Placement Shares have been issued to related parties or key management personnel.

(b) 16,666,673 Shares were issued in connection with the August Placement.
(c) The August Placement Shares are fully paid ordinary shares and rank equally with the Company’s existing Shares on issue.
(d) The August Placement Shares were issued on 7 August 2020.
(e) The August Placement Shares were issued at a price of $0.12 per Share, raising a total of approximately $2 million (before costs).

(f) Proceeds will be used to fund due diligence regarding USA uranium projects, ongoing review of new opportunities as well as general corporate purposes.
(g) The August Placement Shares were issued pursuant to commitment letters between the investors and the Company whereby investors agreed to subscribe for August Placement Shares at an issue price of $0.12 per Share.
(h) A voting exclusion statement is included in the Notice for Resolution 3.

10.4 Director Recommendation

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

11. Resolution 9 - Director Participation in August Placement

11.1 General

The August Placement included commitments from Mr Grant Davey for $175,000 of Shares, the issue of which was subject to Shareholder approval. Refer to Resolution 3 for further details in relation to the August Placement.

Resolution 9 seeks Shareholder approval in accordance with Listing Rule 10.11 for the issue of up to 1,458,333 Shares ( Davey Placement Shares ) to Mr Grant Davey (and/or his nominees).

Resolution 9 is an ordinary resolution.

11.2 Section 208 of 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 Davey Placement Shares will be issued to Mr Grant Davey on the same terms as non-related party participants in the August Placement and as such the giving of the financial benefit to the Directors will be on arm's length terms.

11.3 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:

(a) a related party;
(b) 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;
(c) 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;
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

(e) 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 shareholder approval.

The issue of Davey Placement Shares to Mr Grant Davey (and/or his nominees) falls within Listing Rule 10.11.1, as Mr Grant Davey is a related party to the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 9 seeks the required Shareholder approval to issue Davey Placement Shares avey (and/or his nominees) under and for the purposes of Listing Rule 10.11.

If Resolution 9 is passed, the Company will be able to proceed with the issue of Davey Placement Shares to Mr Grant Davey (and/or his nominees) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Davey Placement Shares without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of Davey Placement Shares to Mr Grant Davey (and/or his nominees).

11.4 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 Davey Placement Shares will be issued to Mr Grant Davey (and/or his nominees).
(a) Mr Grant Davey falls within Listing Rule 10.11.1 - Mr Grant Davey is a related party of the Company as he is a Director of the Company.
(b) The maximum number of Davey Placement Shares to be issued to Mr Grant Davey (and/or his nominees) is 1,458,333.
(c) The Davey Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
(d) The Davey 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).
(e) The Davey Placement Shares will be issued at $0.12 per Share.
(f) Proceeds will be used to fund due diligence regarding USA uranium projects, ongoing review of new opportunities as well as general corporate purposes.
(g) Mr Grant Davey provided a written undertaking to subscribe for 1,458,333 Shares at $0.12 per Share, subject to shareholder approval.
(h) A voting exclusion statement is included in the Notice for Resolution 9.

11.5 Director Recommendation

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

12. Resolution 5 – Issue of Options to Mr Grant Davey

12.1 General

The Company is proposing to issue Options under the Option Plan, to Mr Grant Davey, a Director, as a component of his remuneration, in order to keep cash payments to a minimum and to provide incentives linked to the performance of the Company.

The Board has resolved, subject to obtaining Shareholder approval, to issue a total of 750,000 Options under the Option Plan, to Mr Davey on the terms and conditions set out below ( Director Options ) and in Schedule 2.

Under Section 208 of the Corporations Act, 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:

(i) 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
(j) 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.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Director Options to Mr Davey requires the Company to obtain Shareholder approval because the grant of the Director Options to Mr Davey constitutes giving a financial benefit, and as a Director, each Director is a related party of the Company. The Company will not issue the Director Options to Mr Davey unless Shareholder approval is granted.

The Director Options will be granted to Mr Davey (and/or his nominee) on the terms and conditions in Schedule 2.

If the grant of the Director Options to Mr Davey is approved, the Company as soon as reasonably practicable after the Meeting, and in any event within three years after the Meeting will issue the Director Options to Mr Davey (or his nominee). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Options (because Shareholder approval is being obtained), the issue of the Director Options will not use up any of the Company’s 15% annual placement capacity (see Section 12.2). If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Director Options.

Resolution 5 is an ordinary resolution.

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

12.2 Listing Rule 10.14

Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of a director, or a person whose relationship with the entity, a director or an associate of a director is, in ASX’s opinion, such that approval should be obtained.

Shareholder approval is required under Listing Rule 10.14 to issue the Director Options to Mr Davey because Mr Davey is a Director. Furthermore, if Shareholders approve Resolution 5, Listing Rule 7.2 (Exception 14) provides that an issue of Shares upon conversion of those Options will not reduce the Company's 15% placement capacity under Listing Rule 7.1 and separate approval under this Resolution 5 is not required for the purposes of Listing Rule 7.1.

12.3 Information required pursuant to Chapter 2E of the Corporations Act and Listing Rule 10.15

The following information is provided as required by Listing Rule 10.15:

(a) Mr Davey falls within Listing Rule 10.14.1 – Mr Davey is a related party of the Company because he is a Director.
(b) The maximum number of Director Options that may be issued to Mr Davey is 750,000.
(c) The Director Options will be granted for nil cash consideration; accordingly, no funds will be raised.
(d) The Director Options shall vest on the date on which those Options are issued.
(e) Mr Davey’s current remuneration package, inclusive of superannuation (not including the Director Options) is $120,000 per year. Mr Davey receives no further remuneration from the Company.
(f) Mr Davey has not been issued securities under the Option Plan since it was implemented.
(g) The offer of the Director Options to Mr Davey forms part of the Company’s longterm incentive objectives to encourage Directors to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership. The number of Options to be issued to Directors is determined based on factors such as length of service, continuity of executive management, significant contribution to the Company’s success and to provide ongoing equity incentives to advance the Company and its assets. Furthermore, the grant of Options to Directors, is viewed as a cost effective and efficient reward and incentive of the Company as opposed to alternative forms of incentive, such as the payment of additional cash compensation to Directors.

In the Company’s present circumstances, the Board considers that the grant of the Director Options to Mr Davey is a cost effective and efficient reward for the Company to make to appropriately incentivise the performance of Mr Davey as the Chairman and is consistent with the strategic goals and targets of the Company.

(h) The Company will issue the Director Options to Mr Davey as soon as reasonably practicable after the Meeting, and in any event within three years after the Meeting.
(i) The Director Options have an exercise price of zero and an expiry date of 26 June 2023.
(j) The Company has established an Employee Share Option Plan ( Plan ). The full terms of the Plan may be inspected at the registered office of the Company

during normal business hours. A summary of the terms of the Plan is set out in Schedule 2.

(k) Assuming all of the Director Options vest, the Director Options have a value of $120,000, based on a Share price of $0.135. The Company has not obtained an independent valuation of the Director Options as their value is determined by applying an assumed share price (the table below applies the closing share price on ASX on 2 November 2020) under different vesting scenarios. The table below shows the value of the Director Options under different vesting scenarios:

No. Options Vested	25%	50%	75%	100%
Value of Options($)	30,000	60,000	90,000	120,000

(l) In addition to the proposed Director Options, Mr Davey holds 16,316,938 Shares.
(m) If the Director Options issued to Mr Davey are exercised, a total of 750,000 Shares would be issued. This will increase the number of Shares on issue from 150,354,830 to 151,104,830 (assuming that no other Options are exercised, and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by 0.50%.
(n) The trading history of the Shares on the ASX in the 12 months before the date of this Notice is set out below:

	Price	Date(s)
Highest	0.115	25 August 2020
Lowest	0.050	22 May2020
Last	0.160	9 October 2020

(o) No loan is made in relation to the issue of the Director Options to Mr Davey.
(p) The persons referred to in Listing Rule 10.14, being Mr Alf Gillman, Mr Chris Knee and Mr Grant Davey, each a Director.
(q) The persons referred to in Listing Rule 10.14 entitled to participate in the Plan are Mr Alf Gillman, Mr Chris Knee and Mr Grant Davey.
(r) Details of any securities issued under the Option Plan will be published in each annual report relating to a period in which securities have been issued under the Plan, with a statement that approval for the issue of the securities was obtained under Listing Rule 10.14.
(s) Any additional persons (to whom Listing Rule 10.14 applies) who become entitled to participate in the Option Plan after approval of Resolution 5 and who are not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.
(t) The primary purpose of the grant of the Director Options to Mr Davey is to provide cost effective consideration for ongoing commitment and contribution to the Company in his respective role as a Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options to Mr Davey upon the terms proposed.
(u) Mr Davey declines to make a recommendation to Shareholders in relation to Resolution 5 due to his personal interest in the outcome of the Resolution, on

the basis that he is to be granted the Director Options in the Company should the Resolution be passed.

A voting exclusion statement is included with Resolution 5 in the Notice.

(w) With respect to Resolution 5, the Directors, other than Mr Davey recommend that Shareholders vote in favour of that Resolution for the following reasons:
(i) the grant of the Director Options to Mr Davey will align the interests of Mr Davey with those of Shareholders;
(ii) the grant of the Director Options is a reasonable and appropriate method to provide cost effective remuneration as the non‐cash form of this benefit 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; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Director Options upon the terms proposed.

12.4 Information required for Sections 200B and 200E of the Corporations Act

Under Sections 200B and 200E of the Corporations Act, the Company can only give a benefit to a member of Key Management Personnel in connection with retirement from office or employment in the Company with prior Shareholder approval or if any of a number of exceptions apply. Accelerated vesting or automatic vesting of share-based payments may in some cases be a benefit of this kind.

As a participant in the Option Plan, Mr Davey may become entitled to accelerated vesting or automatic vesting of the Director Options if there is a change in control of the Company or if the Board exercises a discretion upon cessation of service. Approval is sought for Mr Davey to be given any such benefit in connection with his retirement from office or employment with the Company.

The value of the benefit that might be given to Mr Davey by the exercise of the Board's discretion under the Option Plan will depend on a number of factors. Accordingly, the precise value of the benefit cannot be ascertained at the present time. Apart from the future Share price being unknown, the following matters which will or are likely to affect the value of the benefits are also unknown:

(a) The number of Director Options held by Mr Davey prior to the cessation of his employment;
(b) Reasons for the cessation of employment and Mr Davey’s length of service;
(c) The term of the Director Options remaining;
(d) The extent to which any vesting conditions or other performance or exercise hurdles have been satisfied; and
(e) The exercise of the Board's discretion at the relevant time.

12.5 Directors’ recommendation

The Directors (excluding Mr Davey) believe that the issue of the Director Options to Mr Grant Davey and the issue of Shares to settle such Options is in the best interests of the

Company, and unanimously recommend that Shareholders vote in favour of Resolution 5. Mr Davey does not make a recommendation in relation to Resolution 5 as he has an interest in the outcome of the Resolution

SCHEDULE 1 – DEFINITIONS

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

A$ means Australian dollars.

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

August Placement has the meaning given to that term in section 10.1.

August Placement Shares has the meaning given to that term in section 10.1.

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.

C$ means Canadian dollars.

Chair means the chair of the Meeting.

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

Completion has the meaning given to that term in section 8.1.

Completion Payment Shares has the meaning given to that term in section 8.4(b)(i).

Corporations Act means the Corporations Act 2001 (Cth).

CROPS has the meaning given to that term in section 8.1.

CROPS Share means a common share in the capital of CROPS.

Davey Placement Shares has the meaning given to that term in section 11.1

Director Options has the meaning set out in section 12.1.

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory statement accompanying the Notice.

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

June Placement has the meaning given to that term in section 9.1.

June Placement Shares has the meaning given to that term in section 9.1.

Listing Rules means the Listing Rules of ASX.

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

Ophiolite has the meaning given to that term in section 8.1.

Pick Lake has the meaning given to that term in section 8.1.

Pick Lake Deposit has the meaning given to that term in section 8.2(c).

Plan has the meaning given to that term in Schedule 2.

Project has the meaning given to that term in section 8.1.

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.

Tenements has the meaning given to that term in section 8.4(b)(iv).

Transaction has the meaning given to that term in section 8.1.

TSX-V means the TSX Venture Exchange.

TSX-V Final Bulletin means the TSX-V bulletin that evidences the TSX-V's final acceptance of the Transaction.

SCHEDULE 2 - SUMMARY OF EMPLOYEE SHARE OPTION PLAN

The Company has established an Employee Share Option Plan ( Plan ). The full terms of the Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Plan is set out below.

(a) Eligible Participant

Eligible Participant means a person that:

(i) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and
(ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

(b) Purpose

The purpose of the Plan is to:

(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) 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 Options.

(c)

Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

(d)

Eligibility, invitation and application

(i) The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Options on such terms and conditions as the Board decides.
(ii) On receipt of an Invitation, an Eligible Participant may apply for the Options 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.
(iii) 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.

(e) Grant of Options

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Options, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f) Terms of Options

Each Option represents a right to acquire one or more Shares, subject to the terms and conditions of the Plan.

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

(g) Vesting

Any vesting conditions applicable to the grant of Options 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 Options have vested. Unless and until the vesting notice is issued by the Company, the Options will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to an Option are not satisfied and/or otherwise waived by the Board, that Option will lapse.

(h) Exercise of Options and cashless exercise

To exercise an Option, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of options (see below), pay the Option 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.

An invitation may specify that at the time of exercise of the Options, the Participant may elect not to be required to provide payment of the Option 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 issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the Option exercise price that would otherwise be payable to exercise those Options.

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.

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

(i) Delivery of Shares on exercise of Options

As soon as practicable after the valid exercise of an Option 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 Plan rules and issue a substitute certificate for any remaining unexercised Options held by that Participant.

(j) Forfeiture of Options

Where a Participant who holds Options ceases to be an Eligible Participant or becomes insolvent, all unvested Options will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Options 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 Options held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(i) any Options 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
(ii) any Options which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

(k) 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 Options 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.

(l) Rights attaching to Plan Shares

All Shares issued or transferred to a Participant upon the valid exercise of an Option ( 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 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.

(m) Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares 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.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n) Adjustment of Options

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 Options will be changed to the extent necessary to comply with the ASX 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 Options is entitled, upon exercise of the Options, 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 Options are exercised.

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

(o) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Options without exercising the Options.

(p) Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Options have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the 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.

(q) Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Options granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Options may be cancelled in the manner agreed between the Company and the Participant.

SCHEDULE 3 – PRO FORMA BALANCE SHEET (unaudited)

SCHEDULE 3	– PRO FORMA BALANCE SHEET (unaudited)
	Half year reviewed accounts 30 June 2020 Payment on signing (CAD$25,000) Cash consideration on completion CROPs shares consideration (128,920,000 shares @ $0.10 FV) 2020 Pro- forma $ $ $ $ $
ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepayments Total current assets Non-current assets Property, plant and equipment Other financial assets Exploration and evaluation asset Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Total non-current liabilities Non-current liabilities Intercompany loans Total non-current liabilities Total liabilities Net assets EQUITY Share capital FCTR Share based payments reserve Investment revaluation reserve Transactions with minority shareholders Current year earnings Retained earnings Total equity	227,223 26,121 200,000 - 453,345 62,343 - - - 62,343 4,767 - - - 4,767
	294,333 26,121 200,000 - 520,454
	5,846 - - - 5,846 5,000 - - 13,570,526 13,575,526 1,643,439 (26,121) (200,000) (1,417,318) -
	1,654,285 (26,121) (200,000) 12,153,209 13,581,372
	1,948,618 - - 12,153,209 14,101,826
	(282,635) - - - (282,635)
	(282,635) - - - (282,635) -
	- - - - -
	(282,635) - - - (282,635)
	1,665,983 - - 12,153,209 13,819,191
	25,166,247 - - - 25,166,247 (8,727) - - - (8,727) 2,257,784 - - - 2,257,784 (249,000) - - - (249,000) (1,512,813) - - - (1,512,813) (725,708) - - 12,153,209 11,427,501 (23,261,801) - - - (23,261,801)
	1,665,983 - - 12,153,209 13,819,191

AI assistant

FRONTIER ENERGY LIMITED — Proxy Solicitation & Information Statement 2020

64917_rns_2020-11-05_cecdccc9-562c-4bd8-936d-c4e1cdcaf8e6.pdf

4 November 2020

Dear Shareholder,

General Meeting – Notice and Proxy Form

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

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Approval of disposal of main undertaking

Voting Exclusion

2. Resolution 2 – Ratification of June Placement

Voting Exclusion

3. Resolution 3 – Ratification of August Placement

Voting Exclusion

4. Resolution 4 – Director Participation in August Placement

Voting Exclusion

5. Resolution 5 – Issue of Options to Grant Davey

Voting Exclusion Statement

By order of the Board

EXPLANATORY MEMORANDUM

6. Introduction

6.1 Time and place of Meeting

6.2 Your vote is important

6.3 Voting eligibility

6.4 Defined terms

6.5 Responsibility

6.6 ASX

6.7 No internet site is part of this document

7. Action to be taken by Shareholders

7.1 Voting in person

7.2 Voting by corporate representative

7.3 Proxies

7.4 Chair’s voting intentions

7.5 Lodgement of proxy documents

7.6 Voting exclusions

8. Resolution 1 – Approval of disposal of main undertaking

8.1 Background

8.2 Listing Rule 11.2

8.3 Advantages and disadvantages of Transaction

8.4 Specific information required by ASX

(a) Parties

(b) Material terms

(c) Financial effect on Company

(d) Effect on interests of security holders

(e) Changes to business model

(f) Use of proceeds

(g)

Changes to Board or senior management

(h)

Timetable

8.5 Voting exclusion statement

8.6 Directors' recommendation

9. Resolution 2 – Ratification of June Placement

9.1 General

9.2

Listing Rule 7.1

9.3 Information required by Listing Rule 7.5

9.4 Director Recommendation

10. Resolution 3 – Ratification of August Placement

10.1 General

10.2 Listing Rule 7.1

10.3 Information required by Listing Rule 7.5

10.4 Director Recommendation

11. Resolution 9 - Director Participation in August Placement

11.1 General

11.2 Section 208 of Corporations Act

11.3 Listing Rule 10.11

11.4 Specific information required by Listing Rule 10.13

11.5 Director Recommendation

12. Resolution 5 – Issue of Options to Mr Grant Davey

12.1 General

12.2 Listing Rule 10.14

12.4 Information required for Sections 200B and 200E of the Corporations Act

12.5 Directors’ recommendation

SCHEDULE 1 – DEFINITIONS

SCHEDULE 2 - SUMMARY OF EMPLOYEE SHARE OPTION PLAN

(a) Eligible Participant

(b) Purpose

FRONTIER ENERGY LIMITED Proxy Solicitation & Information Statement 2020