Future Metals NL — AGM Information 2021

Oct 25, 2021

26 October 2021

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Notice of 2021 Annual General Meeting and Proxy Form

Dear Shareholder

The Annual General Meeting ( Meeting ) of shareholders of Future Metals NL (ACN 124 734 961) ( Company ) will be held at Level 1, 35 Richardson Street, West Perth WA 6005 on 26 November 2021 at 9.00 am (AWST).

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

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting ( Notice ) to shareholders unless a shareholder has requested a hard copy. Instead, a copy of the Notice is available on the Company’s website at https://future-metals.com.au.

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the proxy form in the manner set out in the Notice. Your proxy form must be received by 9:00 am (AWST) on 24 November 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 are constantly evolving and accordingly, we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify any changes by way of announcement on ASX and the details will also be made available on our website at https://future-metals.com.au.

The Notice 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 Notice, please contact the Company’s share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

Yours faithfully

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Aaron Bertolatti Finance Director

Future Metals NL

Level 1, 35 Richardson Street West Perth, WA, 6005

T: +61 8 9480 0414

E: info@future-metals.com.au | W: https://future-metals.com.au

Future Metals NL ACN 124 734 961

Notice of Annual General Meeting

Notice is given that the Meeting will be held at:

Time: 9:00 a.m. (WST) Date: 26 November 2021 Place: Level 1, 35 Richardson Street, West Perth WA 6005

Due to the current COVID-19 restrictions, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at info@future-metals.com.au at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made .

Important

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

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

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 Shareholders at 4:00 p.m. (WST) on 24 November 2021.

Business of the Meeting

Agenda

1. Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

2. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2021.”

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

Voting Prohibition: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

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

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

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

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

3. Resolution 2 – Election of Director – Mr Justin Tremain

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

“That, for the purposes of ASX Listing Rule 14.4, clause 14.2 of the Constitution and for all other purposes, Mr Justin Tremain, who was appointed as an additional Director on 11 June 2021, retires, and being eligible, is elected as a Director.”

4. Resolution 3 – Election of Director – Mr Allan Mulligan

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

“That, for the purposes of ASX Listing Rule 14.4, clause 14.2 of the Constitution and for all other purposes, Mr Allan Mulligan, who was appointed as an additional Director on 11 June 2021, retires, and being eligible, is elected as a Director.”

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5. Resolution 4 – Election of Director – Mr Robert Mosig

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

“That, for the purposes of ASX Listing Rule 14.4, clause 14.2 of the Constitution and for all other purposes, Mr Robert Mosig, who was appointed as an additional Director on 11 June 2021, retires, and being eligible, is elected as a Director.”

6. Resolution 5 – Election of Director – Ms Elizabeth Henson

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

“That, for the purposes of ASX Listing Rule 14.4, clause 14.2 of the Constitution and for all other purposes, Ms Elizabeth Henson, who was appointed as an additional Director on 21 October 2021, retires, and being eligible, is elected as a Director.”

7. Resolution 6 – Re-election of Director – Mr Greg Bandy

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

“That, for the purposes of clause 14.2 of the Constitution and for all other purposes, Mr Greg Bandy, who retires by rotation, and being eligible, is re-elected as a Director.”

8. Resolution 7 – Approval of 10% Additional Issuance Capacity

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

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

9. Resolution 8 – Ratification of prior issue of Options to Nominated Adviser

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,000,000 Adviser Options to the Nominated Adviser or its nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who participated in the issue or any associates of those persons.

10. Resolution 9 – Approval to issue Director Performance Rights to a Related Party – Elizabeth Henson

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to Elizabeth Henson (or her nominee(s)) 2,000,000 Director Performance Rights on the terms and conditions set out in the Explanatory Statement.”

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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 referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Future Metals Performance Rights Plan, or an associate of those persons.

Voting Prohibition Statement: 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 a member; and

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

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

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

Dated: 26 October 2021 By order of the Board

Aaron Bertolatti Director and Company Secretary

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Voting Exclusion Statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

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

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (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.

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Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

In light of the current government guidelines regarding COVID-19, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at info@futuremetals.com.au, at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made .

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

United Kingdom (CREST Voting Instructions)

DI Holders in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a “CREST Voting Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company’s agent (3RA50) no later than 22 November 2021 at 10:00 a.m. (GMT). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

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In this connection, DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

United Kingdom (Form of Instruction)

DI Holders are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, DI holders must complete, sign and return the Forms of Instruction forwarded to them along with the Notice to the Company's agent, Computershare UK, by 22 November 2021 at 10:00 a.m. (GMT).

Should you wish to discuss any of the matters in this Notice of Meeting please do not hesitate to contact the Company by telephone on +61 8 9480 0414 .

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Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at: https://future-metals.com.au/.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

2. Resolution 1 – Adoption of Remuneration Report

2.1

General

The Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

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

The vote on Resolution 1 is advisory only and does not bind the Company or its directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.

2.2

Voting consequences

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

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

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

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

2.3

Previous voting results

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

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3. Resolutions 2 to 5 – Election of Directors

3.1

General

The Company’s Constitution sets out the requirements for determining which Directors are to retire at an annual general meeting.

ASX Listing Rule 14.4 requires that a director appointed as an additional director must not hold office (without re-election) past the next annual general meeting of the company.

Mr Tremain, Mr Mulligan and Mr Mosig, who have each served as a director since 11 June 2021, retire and each seeks election at this Meeting.

Ms Henson, who has served as a director since 21 October 2021, also retires and seeks election at this Meeting.

3.2 Qualifications and other material directorships

Justin Tremain

Mr Tremain is an experienced company director with extensive expertise across the mineral resources sector. His experience covers equity capital markets and promotion, resource project acquisition, exploration and resource delineation, feasibility studies and project development financing. He is currently Managing Director of West African gold explorer Turaco Gold Limited where he was appointed in December 2020. He is also Non-Executive Director of Caspin Resources Limited, which listed on the ASX in November 2020. Prior to becoming involved in the management of ASX listed resource companies from early 2010, Justin had over 10 years investment banking experience in the metals and mining sector with NM Rothschild & Sons, Investec and Macquarie Bank.

Mr Tremain was previously the Managing Director of Exore Resources Ltd, having joined in January 2018 as a ‘shell company’ and identified and led the acquisition of a gold exploration portfolio in Cote d’Ivoire for A$3.5 million. Exore was acquired by Perseus Mining Ltd in September 2020 for a value of A$80 million. Mr Tremain also founded Berkut Minerals Ltd (now Carnaby Resources Limited) which was listed on the ASX in 2018 and he served as its Chairman and Non-Executive Director until March 2020. He has also previously served as Non-Executive Director of Fin Resources Ltd and Odin Metals Limited, both until July 2020.

Allan Mulligan

Mr Mulligan is a mining engineer with over 35 years’ management and production experience in mining operations, mine start-up and construction that culminated in management roles in large scale platinum and gold mines.

Mr Mulligan has specialised in technical assessment and production economics, feasibility studies, project design and costing of underground mines and prospects. He has worked extensively in exploration, mine development and operations across Africa and Australia. Allan’s experience includes 14 years with Lonmin Plc in a variety of senior and technical mine management roles. He previously served as a representative of Lonmin Plc on the Board of Platinum Australia Limited.

Robert Mosig

Mr Mosig is a geologist with over 30 years’ experience in platinum group metals, gold and diamond exploration. His experience includes exploration using geology, geochemistry, geophysics and drilling; ore resource drilling and calculation; metallurgical and engineering evaluation and environmental and economic 33 evaluations; mining and processing.

He was the founding Director of both ASX listed Helix Resources Limited and Platina Resources Limited and is currently the CEO of Caeneus Minerals Limited.

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Elizabeth Henson

Ms Henson is a retired PricewaterhouseCoopers senior international private tax partner and director based in London, where she founded and led PwC’s International Wealth business. She is an experienced company director and is currently a Non-Executive Director of AIM-quoted Alba Mineral Resources plc.

Ms Henson has a Master of Laws (LLM), Tax, from Queen Mary, University of London, a Bachelor of Laws (LLB) from Rhodes University, South Africa and a Bachelor of Art (BA), also from Rhodes University, South Africa.

3.3

Independence

The Board considers Mr Mosig and Ms Henson to be independent directors of the Company, whereas Mr Tremain and Mr Mulligan are not deemed independent because each provides further services to the Company pursuant to consultancy agreements.

3.4

Other material information

The Company conducted appropriate checks into the background and experience of each of Mr Tremain, Mr Mulligan, Mr Mosig and Ms Henson before their respective appointments, and is satisfied that each is an appropriate candidate to put forward for election as a Director.

3.5

Board recommendation

The Board (other than the relevant Director abstaining because of his or her interest in the Resolution in which they are seeking election) recommends that Shareholders vote FOR these Resolutions because the Board considers that the experience, expertise and skills of each of these persons assists the Board in fulfilling its responsibilities, and will continue to assist the Company in achieving growth and delivering value to Shareholders.

4.

4.1

Resolution 6 – Re-election of Director – Greg Bandy

General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Bandy, who has served as a Director since 1 August 2010, was elected as a Director by Shareholders on 24 November 2010. Mr Bandy has been exempt from the requirement to retire by rotation by virtue of holding the position of Managing Director. Effective from completion of the Company’s recent acquisition of Great Northern Palladium Pty Ltd (on 11 June 2021), Mr Bandy has transitioned to the role of Executive Chairman. Accordingly, he retires by rotation at this Meeting and being eligible seeks re-election.

4.2

Qualifications and other material directorships

Mr Bandy has over 20 years’ experience in retail, corporate and capital markets, both in Australia and overseas. Mr Bandy worked as a Senior Client Advisor at Montagu Stockbrokers and Patersons Securities for over ten years before moving to the corporate sector. As a former director of Empire Beer Group Limited, Mr Bandy oversaw the acquisition of Car Parking Technologies (now Smart Parking Limited) (ASX:SPZ)) before stepping down as Executive Director. Mr Bandy is also the former Managing Director of Fin Resources Limited (ASX:FIN).

4.3

Independence

The Board considers that Mr Bandy is not independent because he holds an executive position.

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4.4 Board recommendation

The Board (other than Mr Bandy abstaining because of his interest in the Resolution) recommends that Shareholders vote FOR this Resolution because the Board considers that the experience, expertise and skills of Mr Bandy assists the Board in fulfilling its responsibilities, and will continue to assist the Company in achieving growth and delivering value to Shareholders.

5.

Resolution 7 – Approval of 10% Additional Issuance Capacity

5.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An “eligible entity” means an entity which is not included in the S&P/ASX300 Index and which has a market capitalisation of A$300 million or less at the date of the Meeting. The Company is an eligible entity for these purposes as at the date of this Notice.

Resolution 7 seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval ( Additional Issuance Capacity ).

If Resolution 7 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Issuance Capacity if Shareholders approve Resolution 7. The Board unanimously recommend that Shareholders vote in favour of Resolution 7.

The information below provides more background on ASX Listing Rule 7.1A and the disclosure required by ASX Listing Rule 7.3A.

5.2 Technical information required by ASX Listing Rule 7.3A

(a) Securities that may be issued under the Additional Issuance Capacity

Under the Additional Issuance Capacity, the Company must issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the Company has on issue one class of quoted Equity Securities, being fully paid ordinary shares (ASX/AIM Code: FME ).

(b) Minimum issue price

Equity Securities issued under the Additional Issuance Capacity must be issued for cash consideration of no less than 75% of the volume weighted average price for the securities in that class, calculated over the 15 ASX trading days on which trades of securities in that class were recorded immediately before:

• (i) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

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• (ii) if the securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.

The Company will disclose this information when Equity Securities are issued under the Additional Issuance Capacity.

(c) Period for which approval will be valid

Shareholder approval of the Additional Issuance Capacity will be valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) the date that is 12 months after the date of the Meeting; or

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) if the Company receives Shareholder approval for a proposed transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking), the time and date of that approval,

( Additional Issuance Period ).

(d) Dilution risks

If Equity Securities are issued under the Additional Issuance Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

• (i) the market price for Equity Securities in the class of securities issued under the Additional Issuance Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 7 is approved); and

• (ii) the Equity Securities may be issued under the Additional Issuance Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, both as at 18 October 2021.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company had on issue as at 13 October 2020. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at 18 October 2021.

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Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		Dilution	Dilution	Dilution
	Issue Price (per Share)	A$0.0975 50% decrease in Issue Price	A$0.195 Issue Price	A$0.2925 50% increase in Issue Price
348,541,184 (Current Variable A)	Shares issued - 10% voting dilution	34,854,118	34,854,118	34,854,118
	Funds Raised	A$3,398,277	A$6,796,553	A$10,194,830
522,811,776 (50% increase in Variable A)	Shares issued - 10% voting dilution	52,281,177	52,281,177	52,281,177
	Funds Raised	A$5,097,415	A$10,194,830	A$15,292,244
697,082,368 (100% increase in Variable A)	Shares issued - 10% voting dilution	69,708,236	69,708,236	69,708,236
	Funds Raised	A$6,796,553	A$13,593,106	A$20,389,659

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

The table above uses the following assumptions:

1. There are currently 348,541,184 Shares on issue.

2. The issue price set out above was the closing price of the Shares on the ASX on 18 October 2021.

3. The Company issues the maximum possible number of Equity Securities under the Additional Issuance Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the Additional Issuance Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

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

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

Shareholders should note that there is a risk that:

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

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (e) Purpose of issue under Additional Issuance Capacity

The Company may issue Equity Securities under the Additional Issuance Capacity to raise cash to fund the following:

• (i) general working capital expenses;

• (ii) exploration activities associated with its current project;

• (iii) repayment of debt; or

• (iv) the acquisition of new assets and investments (including any expenses associated with such an acquisition).

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The Company will comply with the disclosure requirements under ASX Listing Rule 7.1A.4 on issue of any Equity Securities pursuant to the approval sought by Resolution 7.

(f) Allocation policy under Additional Issuance Capacity

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Issuance Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional Issuance Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

• (i) prevailing market conditions;

• (ii) the purpose for the issue of the Equity Securities;

• (iii) the financial situation and solvency of the Company;

• (iv) impacts of the placement on control;

• (v) other methods of raising capital; and

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

Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company. If the issue is made in connection with the acquisition of assets, the recipients may be the sellers of those assets.

(g) Previous issues under the Additional Issuance Capacity

The Company has not issued or agree to issue any Equity Securities pursuant to Listing Rule 7.1A.2 in the 12 months preceding the date of the Meeting.

5.3 Description of ASX Listing Rule 7.1A

At the time of dispatching this Notice, the Company is not proposing to make an issue of Equity Securities under the Additional Issuance Capacity, and a voting exclusion statement is therefore not included in this Notice.

6. Resolution 8 – Ratification of prior issue of Options to Nominated Adviser

6.1 General

The Company has agreed to issue 7,000,000 Adviser Options to the Nominated Adviser (or its nominee/s) without prior Shareholder approval using its existing placement capacity under ASX Listing Rule 7.1.

The Adviser Options are classified as Restricted Securities (as defined in the ASX Listing Rules) and will be subject to an escrow period from the date of their issue until 22 June 2023 (being 24 months from the date of reinstatement to Official Quotation of the Company’s securities on ASX) in accordance with the ASX Listing Rules.

The Company intends to issue the Adviser Options following receipt of an executed restriction deed from the Nominated Adviser. It is expected the issue will occur prior to the Meeting.

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Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the agreement to issue the 7,000,000 Adviser Options.

The Company engaged Strand Hanson Limited to act as Financial and Nominated Adviser ( NOMAD ) in relation to the Company’s readmission of its Shares to trading on AIM ( Transaction ), which was completed on 21 October 2021.

The Company agreed to pay a total fee of £200,000 plus the issue of 7,000,000 Adviser Options to the NOMAD in consideration for its services provided in relation to the Transaction.

6.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period ( Placement Capacity ).

6.3 ASX Listing Rule 7.4

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of or agreement to issue securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

6.4

Effect of the Resolution

If Shareholders approve this Resolution, the quantity of Adviser Options issued will no longer use up a portion of the Company’s Placement Capacity, and the base figure (referred to as variable “A” in the formula in Listing Rules 7.1 and 7.1A) from which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number, which in turn will allow a proportionately higher number of equity securities to be issued without prior Shareholder approval. The use of the 10% annual placement capacity following the Meeting remains conditional on Resolution 7 being passed.

If Shareholders do not approve this Resolution, the quantity of the Adviser Options issued will continue to use up a portion of the Company’s Placement Capacity until that date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

6.5 Directors’ recommendation

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

6.6 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the proposed issue of the Adviser Options:

• (a) the Adviser Options are proposed to be issued to the Nominated Adviser or its nominee/s;

• (b) the number of Adviser Options issued was 7,000,000;

• (c) the Adviser Options are expected to be issued prior to the Meeting and in any event must be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Adviser Options will be issued on the terms and conditions set out in Schedule 1;

• (e) the Adviser Options will be issued for nil cash consideration as part consideration for the

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services provided by the Nominated Adviser to the Company in relation to the Transaction, accordingly no funds were raised; and

(f) the Adviser Options will be issued pursuant to the terms of engagement of the Nominated Adviser, a summary of which is set out in Section 6.1.

7. Resolution 9 – Issue of Director Performance Rights

7.1

General

Resolution 9 seeks Shareholder approval for the issue of a total of 2,000,000 Director Performance Rights to newly appointed Director, Ms Elizabeth Henson (or her nominee(s)).

7.2 Chapter 2E 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:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

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

The issue of the Director Performance Rights constitutes the giving of a financial benefit. Ms Henson is a related party of the Company by reason of being a Director.

Section 210 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm’s length, or are less favourable than those terms.

Section 211 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is remuneration as an officer or employee of the company and to give remuneration would be reasonable given the circumstances of the company giving the remuneration and the related party’s circumstances (including responsibilities involved in the office or employment).

In the circumstances, the Directors (other than Ms Henson, who did not participate in the decision as it was made prior to her appointment) determined that the exceptions in sections 210 and 211 of the Corporations Act apply in relation to the proposed issue of Director Performance Rights to Ms Henson (or her nominee/s) as this was negotiated at arm’s length as part of the terms of her appointment as a Director and is considered reasonable remuneration in her role as a Director of the Company.

7.3 ASX Listing Rule 10.14

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX 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

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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 (a) to (c) above; or

• (e) a person whose relationship with the company or a person referred to in (a) to (d) above is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

ASX Listing Rule 10.12 Exception 8 makes an exception from ASX Listing Rule 10.11 for issues of equity securities to related parties who participate in the issue of securities under an employee incentive scheme with shareholder approval.

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

• (a) a director;

• (b) an associate of a director; or

• (c) a person whose relationship with the company, or with a director or associate of a director, is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

As the issue of the Performance Rights constitutes the issue of equity securities to directors of the Company under the Plan, Shareholder approval pursuant to ASX Listing Rule 10.14 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.16 do not apply in the current circumstances.

The Company therefore seeks the required Shareholder approval for the issue of the Performance Rights, under and for the purposes of Listing Rule 10.14.

7.4 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 6.2.

7.5 Effect of the Resolution

The effect of Resolution 9 will be to allow the Company to issue the Director Performance Rights during the period of 3 years after the Meeting (or a longer period, if allowed by ASX), without using the Company’s Placement Capacity.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of Director Performance Rights to Ms Henson. In that case, the Company may have to consider alternatives in respect of her remuneration, which may include increasing her cash remuneration.

7.6 Board Recommendation

The Directors (other than Ms Henson, who has a material personal interest in the outcome of Resolution 9) recommend that Shareholders vote in favour of Resolution 9.

7.7 Technical information required by ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to the issue of the Director Performance Rights to Ms Henson:

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• (a) the securities will be issued to Ms Henson (or her nominee/s), a Director;

• (b) the maximum number of Director Performance Rights to be issued is 2,000,000;

(c) the current total annual remuneration package of Ms Henson for the financial year ending 30 June 2022 (on an annualised basis) is as follows:

Director Fees	£36,000 per annum
Director Performance Rights (subject to shareholder approval of Resolution 9)	2,000,000 Director Performance Rights Refer to the valuation of these Director Performance Rights at Section 7.7(g)

• (d) no securities have previously been issued to Ms Henson under the Plan;

• (e) the Director Performance Rights will be issued on the terms and conditions set out in Schedule 2;

• (f) the Director Performance Rights are being offered as an incentive-based component of Ms Henson’s remuneration package which is considered a cost-effective remuneration practice and 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. In addition, it is considered that the grant of the Director Performance Rights will align her interests with those of Shareholders;

(g) the value of the Director Performance Rights is set out in the table below. The valuation has been completed by internal management of the Company using the barrier up-and-in trinomial option pricing model with a Parisian barrier adjustment;

Assumptions
Valuation Date	18 October 2021
Underlyingsecurityspotprice	$0.195
Exerciseprice	Nil
Term(years)	3years
Dividend Yield (life of Option)	Nil
Risk free interest rate	0.10%
Volatility (expected)	100%
Indicative Value($) (per Director Performance Right)	$0.065
Quantity	2,000,000
Value($) (Total)	$130,000

• (h) the Director Performance Rights will be issued to Ms Henson (or her nominee/s) no later than 3 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all the Director Performance Rights will be issued on one date;

• (i) the Director Performance Rights will be issued for no cash consideration, accordingly, no funds will be raised by the issue of the Director Performance Rights;

• (j)

• a summary of the material terms of the Plan is set out in Schedule 3;

• (k) no loan will be made in relation to the issue of the Director Performance Rights;

• (l) details of any securities issued under the Plan will be published in the annual report of the

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entity relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and

• (m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 9 is approved and who are not named in the Notice will not participate until approval is obtained under that Rule.

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Glossary

A$ means Australian dollars.

Additional Issuance Capacity has the meaning in Section 5.1.

Additional Issuance Period has the meaning in Section 5.2(c).

Adviser Options means the Options the subject of Resolution 8 and issued on the terms and conditions set out in Schedule 1.

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

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect of the financial year ended 30 June 2021.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Auditor's Report means the auditor's report in the Financial Report.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

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

Company means Future Metals NL (ACN 124 734 961).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

DI means a depository interest representing a Share quoted (or to be quoted) on AIM, a market operated by the London Stock Exchange.

DI Holder means a holder of a DI.

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Director Performance Rights means the Performance Rights to be issued pursuant to Resolution 9 on the terms and conditions set out in Schedule 2.

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as set out in the ASX Listing Rules, being a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial statements prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

GMT means Greenwich Mean Time.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Nominated Adviser or NOMAD means Strand Hanson Limited, the Company’s Nominated Adviser.

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

Option means an option to acquire a Share.

Performance Rights means a performance right issued by the Company.

Plan or Future Metals Performance Rights Plan means the Future Metals Performance Rights Plan, a summary of which is set out in Schedule 3.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Schedule means a schedule to this Notice.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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Schedule 1 – Terms and Conditions of Adviser Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be A$0.18 ( Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 p.m. (WST) on the date that is three (3) years after the date of issue of the Option ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

The Options may be exercised in whole or in part during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company, together with a certificate for any options not exercised;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors;

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options; and

• (iv) if admitted to AIM at the time, obtain admission to trading of Shares issued pursuant to the exercise of the Options as soon as reasonably practicable.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in

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accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued Shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) 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 without exercising the Options.

(k) Change in exercise price or number of underlying securities

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised other than in accordance with paragraph (i) above.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX, AIM or under applicable Australian securities laws.

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Schedule 2 – Terms and Conditions of Director Performance Rights

(a) Plan Rules

Each Performance Right is issued subject to the rules of the Future Metals Performance Rights Plan and otherwise on the following terms and conditions.

(b)

Entitlement

Each Performance Right entitles the holder to subscribe for one Share upon exercise of the Performance Right.

(c)

Grant and exercise price

No cash consideration is payable on the issue of or exercise of a Performance Right.

(d)

Expiry Date

Unless otherwise determined by the rules of the Future Metals Performance Rights Plan, each Performance Right will expire at 5:00 p.m. (WST) on 11 June 2024 ( Expiry Date ). A Performance Right not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e)

Vesting Conditions

The Performance Rights will vest upon:

• (i) the volume weighted average price over a period of 20 consecutive Trading Days (as defined in the ASX Listing Rules) on which trades in the Company’s shares are recorded on ASX ( 20 day VWAP ) being at least 30 cents; and

• (ii) the Eligible Participant (as defined in the rules of the Plan) to whom the Performance Rights were offered remaining a Non-Executive Director of the Company for a continuous period of 12 months,

(each, a Vesting Condition ).

(f)

Exercise Period

The Performance Rights are exercisable at any time on and from the date upon which the relevant Vesting Condition has been satisfied, until the Expiry Date ( Exercise Period ).

(g)

Notice of Exercise

The Performance Rights may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Performance Rights certificate ( Notice of Exercise ).

(h)

Timing of issue of Shares on exercise

Following the date of receipt of a validly issued Notice of Exercise and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights specified in the Notice of Exercise; and

• (ii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ), or, if the Company is unable to issue a Cleansing Notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things

24

necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. If a Cleansing Notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued on exercise

Shares issued on exercise of the Performance Rights will rank equally with the then issued Shares of the Company.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance Rights.

(l) Change in exercise price or number of underlying securities

A Performance Right does not confer a change in the number of underlying securities over which the Performance Right can be exercised.

(m) No voting or dividend rights

A Performance Right does not carry any voting rights or entitle the holder to any dividends.

(n) Rights on winding up

A Performance Right does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Performance Rights do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(o) Transferability

A Performance Right is not transferable.

(p) Restriction Period

The Performance Rights will be voluntarily escrowed until 22 June 2023.

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Schedule 3 – Key terms of the Future Metals Performance Rights Plan

The key terms of the Future Metals Performance Rights Plan are summarised below:

• (a) Eligibility : Participants in the Plan may be:

• (i) a Director (whether executive or non-executive) of the Company and any Associated Body Corporate of the Company (each a Group Company );

• (ii) a full or part time employee of any Group Company;

• (iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ) or as otherwise permitted by the Board in its sole discretion; or

• (iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

• (v) who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan ( Eligible Participants ).

(b) Offer : The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Performance Rights, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.

(c) Plan limit : The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Performance Rights offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

• (d) Issue price : Performance Rights issued under the Plan will be issued for nil cash consideration.

• (e) Vesting Conditions : A Performance Right may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Performance Right.

(f) Vesting : The Board may in its absolute discretion (except in respect of a Change of Control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Performance Rights have been granted under the Plan or their nominee where the Performance Rights have been granted to the nominee of the Eligible Participant), resolve to waive any of the Vesting Conditions applying to Performance Rights due to:

• (i) Special Circumstances arising in relation to a Relevant Person in respect of those Performance Rights; or

• (ii) a Change of Control occurring; or

• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

• (g) Lapse : A Performance Right will lapse upon the earlier to occur of:

• (i) an unauthorised dealing in, or hedging of, the Performance Right;

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• (ii) a Vesting Condition in relation to the Performance Right is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iii) in respect of unvested Performance Right only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iv) in respect of vested Performance Rights only, a relevant person ceases to be an Eligible Participant and the Performance Right granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;

• (v) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

• (vi) the Company undergoes a Change of Control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Performance Right;

• (vii) the expiry date of the Performance Right.

(h) Not transferrable : Performance Rights are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

(i) Shares : Shares resulting from the exercise of the Performance Rights shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue.

(j) Quotation of Shares : If Shares of the same class as those issued upon exercise of Performance Rights issued under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.

(k) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Performance Rights up to a maximum of seven (7) years from the grant date of the Performance Rights. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

(l) No Participation Rights : There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

• (m) Change in number of underlying securities : Unless specified in the offer of the Performance Rights and subject to compliance with the ASX Listing Rules, a Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised.

• (n) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including

27

consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (o) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Performance Right granted under the Plan including giving any amendment retrospective effect.

• (p) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Performance Rights, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

• (q) Definitions : Capitalised terms used in the above summary are as defined in the Future Metals Performance Rights Plan, including:

• (a) Associated Body Corporate means:

  • (i) a related body corporate (as defined in the Corporations Act) of the Company;

  • (ii) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and

  • (iii) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

• (b) Change of Control means:

  • (i) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in more than 50% of the Company’s issued Shares;

  • (ii) a court approves, under section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

  • (iii) in any other case, a person obtains Voting Power in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

• (c) Relevant Person means:

  • (i) in respect of an Eligible Participant, that person; and

  • (ii) in respect of a nominee of an Eligible Participant, that Eligible Participant.

  • (d) Special Circumstances means:

  • (i) a Relevant Person ceasing to be an Eligible Participant due to:

    • (A) death or Total or Permanent Disability of a Relevant Person; or

    • (B) Retirement or Redundancy of a Relevant Person;

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• (ii) a Relevant Person suffering Severe Financial Hardship;

• (iii) any other circumstance stated to constitute “Special Circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or

• (iv) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant.

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 9:00am (AWST) on Wednesday, 24 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 186251

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

Samples/000001/000002/i12

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

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Future Metals NL hereby appoint the Chairman OR of the Meeting

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Future Metals NL to be held at Level 1, 35 Richardson Street, West Perth , WA 6005 on Friday, 26 November 2021 at 9:00am (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 9 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 9 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 9 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain
	Resolution 1 Adoption of Remuneration Report
	Resolution 2 Election of Director – Mr Justin Tremain
	Resolution 3 Election of Director – Mr Allan Mulligan
	Resolution 4 Election of Director – Mr Robert Mosig
	Resolution 5 Election of Director – Ms Elizabeth Henson
	Resolution 6 Re-election of Director – Mr Greg Bandy
	Resolution 7 Approval of 10% Additional Issuance Capacity
	Resolution 8 Ratification of prior issue of Options to Nominated Adviser
	Resolution 9 Approval to issue Director Performance Rights to a Related Party – Elizabeth Henson

For Against Abstain

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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