GALAN LITHIUM LIMITED

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ACN 149 349 646

NOTICE OF GENERAL MEETING

TIME : 11.00am (WST) DATE : 12 October 2021 PLACE : Hall Chadwick 283 Rokeby Road SUBIACO WA 6008

This Notice of General Meeting and 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 professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of General Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9322 6283.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed Resolutions)	2
Explanatory Memorandum (explaining the proposed Resolutions)	6
Glossary	10
Proxy Form
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that a General Meeting of the Shareholders convened by this Notice of Meeting will be held at 11.00am (WST) on 12 October 2021 at:

Hall Chadwick 283 Rokeby Road SUBIACO WA 6008

YOUR VOTE IS IMPORTANT

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

IMPORTANT INFORMATION FOR SHAREHOLDERS

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (effective from 13 August 2021), the Company will not dispatch physical copies of the Notice of General Meeting. Instead a copy of the Notice is available to be viewed and/or downloaded on the ASX market announcements platform at https://www2.asx.com.au/markets/trade-our-cash-market/announcements and enter GLN at the prompt or on the Company’s website at https://galanlithium.com.au/announcements .

ATTENDANCE AND VOTING ELIGIBILITY

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth) the Directors have determined that the Shares quoted on the ASX at 5.00pm WST on 10 October 2021 will be taken, for the purposes of the General Meeting, to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the Meeting.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the Proxy Form enclosed. The Proxy Form (and any power of attorney or other authority (if any) under which it is signed (or a certified copy)) must be received at an address given below by 11.00am (WST) on 10 October 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting. All enquiries to Advanced Share Registry +61 8 9389 8033.

Online Proxy Appointment
www.advancedshare.com.au/investor-login
By Mail Advanced Share Registry Limited 110 Stirling Highway, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909
By Fax +61 8 6370 4203
By Email [email protected]
In Person Advanced Share Registry Limited 110 Stirling Highway, Nedlands WA 6009

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Galan Lithium Limited will be held at Hall Chadwick, 283 Rokeby Road, Subiaco, Western Australia 6008 at 11.00am (WST) on 12 October 2021.

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

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum (including the Annexures) are defined in the Glossary unless defined elsewhere in the Explanatory Memorandum.

AGENDA

RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF TRANCHE 1 PLACEMENT SHARES (LISTING RULE 7.1)

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

“That under and for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders hereby ratify and approve the issue by the Company of 24,326,574 Tranche 1 Placement Shares on the terms and conditions and in the manner described 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 person who participated in the issue or an associate of those persons.

However, this does not apply to a vote cast in favour of this 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.

RESOLUTION 2 – RATIFICATION OF PREVIOUS ISSUE OF TRANCHE 1 PLACEMENT SHARES (LISTING RULE 7.1A)

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

“That under and for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders hereby ratify and approve the issue by the Company of 1,546,020 Tranche 1 Placement Shares on the terms and conditions and in the manner described 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 person who participated in the issue or an associate of those persons.

However, this does not apply to a vote cast in favour of this 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.

RESOLUTION 3 – APPROVAL FOR ISSUE OF TRANCHE 2 PLACEMENT SHARES

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

"That under and for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue by the Company of up to 17,605,667 Tranche 2 Placement Shares on the terms and conditions and in the manner set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour on this Resolution by or on any person who is expected to participate in the proposed issue or an associate of those persons.

However, this does not apply to a vote cast in favour of the 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 the directions given by the beneficiary to the holder to vote in that way.

OTHER BUSINESS

To deal with any business that may be lawfully brought forward.

PROXIES

A Shareholder entitled to attend and vote at the Meeting has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy that body corporate will need to ensure that it:

a) appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act; and
b) provides the Company with satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If such evidence is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as proxy.

A Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes. Fractions of votes will be disregarded.

In order to vote on behalf of a company that is a Shareholder, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged online at www.advancedshare.com.au/investor-login , posted to or lodged at the Company’s Share Registry, Advanced Share Registry Limited at 110 Stirling Highway, Nedlands WA 6009 or PO Box 1156, Nedlands WA 6909, or sent by facsimile to +61 8 6370 4203 or email to [email protected] not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

An instrument appointing a proxy:

(a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;
(b) may specify the manner in which the proxy is to vote in respect of a particular Resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the Resolution except as specified in the instrument;
(c) shall be deemed to confer authority to demand or join in demanding a poll;
(d) shall be in such form as the Directors determine and which complies with section 250A of the Corporations Act; and
(e) which appoints the Chair as proxy but does not specify the way in which the proxy is to vote on a particular Resolution will be recorded as voting in favour of the Resolutions (subject to the other provisions of these notes on proxies and any required voting exclusions including those in the Notice) as this is the Chair’s voting intention.

Corporations

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” must be lodged with, or presented to, the Company before the commencement of the meeting. A Certificate of Appointment of Corporate Representative Form may be obtained from Advanced Share Registry.

Proxies given by corporate Shareholders must be executed in accordance with their constitutions or signed by a duly authorised attorney. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy.

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

Undirected and Directed Proxies

The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on each Resolution.

The Company will not disregard any votes cast on a Resolution by a person if the person is the Chair voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy.

If you intend to appoint the Chair as your proxy, you can direct him how to vote by marking the boxes for each resolution (for example, if you wish to vote “for”, “against” or “abstain” from voting), or you cannot mark any of the boxes and give the Chair your express authority to vote your undirected proxy (in which case the Chair will vote in favour of all Resolutions).

If you mark more than one box on an item your vote will be invalid on that item.

In accordance with the Corporations Act, any directed proxies that are not voted on a poll at the meeting will automatically default to the Chair, who is required to vote proxies as directed.

It is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

DATED: 10 SEPTEMBER 2021

BY ORDER OF THE BOARD

MIKE ROBBINS COMPANY SECRETARY

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Galan Lithium Limited in connection with the business specified to be conducted in the Notice of General Meeting at the general meeting of Shareholders to be held at Hall Chadwick, 283 Rokeby Road, Subiaco, Western Australia 6008 at 11.00am WST on 12 October 2021.

The purpose of this Explanatory Memorandum is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

The Notice of Meeting, Explanatory Memorandum and Proxy Form are all important documents. The Directors recommend that Shareholders read them carefully in their entirety before making a decision on how to vote at the General Meeting.

A Glossary of terms frequently used in this Notice of Meeting and Explanatory Memorandum can be found at the end of this Explanatory Memorandum.

1 RESOLUTIONS 1 AND 2 – RATIFICATION OF THE PREVIOUS ISSUE OF TRANCHE 1 PLACEMENT SHARES (RESOLUTION 1 - ASX LISTING RULE 7.1 AND RESOLUTION 2 - ASX LISTING RULE 7.1A)

1.1 Background

On 13 August 2021 the Company announced that it received commitments to raise A$50 million (before costs) via a two-tranche Share placement to institutional, sophisticated and professional investors at A$1.15 per Share ( Placement ). The issue of 25,872,594 Shares ( Tranche 1 Shares ) under that placement was completed on 20 August 2021 ( Tranche 1 Shares Issue Date ). 24,326,574 Tranche 1 Shares were issued without prior Shareholder approval out of the Company’s 15% annual placement capacity under Listing Rule 7.1 and are the subject of the ratification sought in Resolution 1, and 1,546,020 Tranche 1 Shares were issued without prior Shareholder approval out of the Company’s 10% annual placement capacity under Listing Rule 7.1A and are the subject of the ratification sought under Resolution 2. Shareholder approval for the completion of tranche 2 (17,605,667 Shares) of the Placement is being sought pursuant to Resolution 3.

The proceeds raised by the issue of the Tranche 1 Shares were, or will be, used to fund the following:

Drilling activities at the Company’s Hombre Muerto West Project to establish well fields for production and to convert existing Resources to Reserves.
Drilling activities at the Company’s Candelas Project to convert existing Resources to Reserves.
Ongoing exploration activities at the Company’s HMW, Candelas and Greenbushes South Projects.
Completion of feasibility studies at the HMW and Candelas Projects.
General working capital.

Resolution 1 and Resolution 2 together seek Shareholder approval and ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the 25,872,594 Tranche 1 Shares.

1.2 ASX Listing Rule 7.4

Broadly speaking, and subject to a number of exceptions, ASX 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 is annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company sought and obtained such approval at its annual general meeting on 27 November 2020. The issue of the Placement Shares 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 Company’s 15% limit in ASX Listing Rule 7.1 and its 10% limit in ASX Listing Rule 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A for the 12 month period following the Tranche 1 Shares Issue Date.

ASX Listing Rule 7.4 provides that an issue of securities made without approval under ASX Listing Rule 7.1 will be treated as having been made with Shareholder approval for the purposes of those Listing Rules if shareholders subsequently approve it and the issue did not breach ASX Listing Rule 7.1, and so does not reduce the entity’s capacity to issue further equity securities without shareholder approval under that Listing Rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. Accordingly, Resolutions 1 and 2 together seek Shareholder approval for the issue of the 25,872,594 Tranche 1 Shares under and for the purposes of ASX Listing Rule 7.4.

If Resolution 1 is passed, the issue of 24,326,574 Tranche 1 Shares on the Tranche 1 Shares Issue Date will be excluded in calculating the Company’s 15% limit under ASX Listing Rule 7.1 effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the Placement Shares Issue Date.

If Resolution 1 is not passed, the issue of 24,326,574 Tranche 1 Shares on the Tranche 1 Shares Issue Date will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the Placement Shares Issue Date.

If Resolution 2 is passed, the issue of 1,546,020 Tranche 1 Shares on the Tranche 1 Shares Issue Date will be excluded in calculating the Company’s 10% limit under ASX Listing Rule 7.1A effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the Tranche 1 Shares Issue Date.

If Resolution 2 is not passed, the issue of 1,546,020 Tranche 1 Shares on the Tranche 1 Shares Issue Date will be included in calculating the Company’s 10% limit in ASX Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the Tranche 1 Shares Issue Date.

1.3 ASX Listing Rule Disclosure Requirements

The following information is provided for the purpose of ASX Listing Rule 7.5:

(a) Number and class of securities issued

A total of 25,872,594 Tranche 1 Shares were issued as follows:

(i) 24,326,574 Tranche 1 Shares issued using the Company’s 15% limit under ASX Listing Rule 7.1 and are the subject of Resolution 1; and
(ii) 1,546,020 Tranche 1 Shares issued using the Company’s 10% limit under ASX Listing Rule 7.1A and are the subject of Resolution 2.

The Tranche 1 Shares are fully paid ordinary shares and rank pari passu in all respects with the Company’s other Shares on issue and are listed on the ASX.

(b)

The price or other consideration the entity has received or will receive for the issue

The Tranche 1 Shares were issued at a price of $1.15 per Tranche 1 Share.

(c)

The date or dates on which the securities were issued

The Tranche 1 Shares were issued on 20 August 2021.

(d) The name of the persons to whom the entity issued the securities or the basis on which those persons were identified or selected

The Tranche 1 Shares were issued to institutional, sophisticated or professional investors who were not related parties of the Company or their associates. The investors were identified by Canaccord Genuity (Australia) Limited, who acted as Lead Manager and Bookrunner to the Placement.

(e)

The purpose of the issue, including the use (or intended use) of funds raised

It is intended that funds raised by the issue of the Tranche 1 Shares will be utilised as follows:

Drilling activities at the Company’s Hombre Muerto West Project to establish well fields for production and to convert existing Resources to Reserves.
Drilling activities at the Company’s Candelas Project to convert existing Resources to Reserves.
Ongoing exploration activities at the Company’s HMW, Candelas and Greenbushes South Projects.
Completion of feasibility studies at the HMW and Candelas Projects.
General working capital.

1.4 Directors' Recommendation

The Board recommends Shareholders vote in favour of Resolution 1 as it allows the Company greater flexibility to issue further Equity Securities representing up to 15% (under ASX Listing Rule 7.1) of the total number of Shares on issue in any 12 month period without Shareholder approval.

The Board recommends Shareholders vote in favour of Resolution 2 as it allows the Company greater flexibility to issue further Equity Securities representing up to 10% (under ASX Listing Rule 7.1A) of the total number of Shares on issue in any 12 month period without Shareholder approval.

2 RESOLUTION 3 – APPROVAL FOR THE ISSUE OF TRANCHE 2 PLACEMENT SHARES

2.1 Background

Please see Section 1.1 above for further information about the Placement, which is the subject of Resolution 3. Tranche 1 of the Placement, consisting of the issue of 25,872,594 Shares in aggregate, is the subject of Resolutions 1 and 2. The completion of tranche 2 of the Placement, being the issue of a further 17,605,667 Shares, is subject to the receipt of Shareholder approval for the purposes of ASX Listing Rule 7.1, which approval is being sought pursuant to Resolution 3.

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue and allotment of up to 17,605,667 Shares ( Tranche 2 Shares ) at A$1.15 per Share to sophisticated or professional investors, who will not be related parties of the Company or their associates. The investors were identified by Canaccord Genuity (Australia) Limited, which acted as Lead Manager and Bookrunner to the Placement.

2.2 ASX Listing Rule 7.1

The proposed issue of the Tranche 2 Shares does not fall within any of these exceptions and exceeds the Company’s available capacity under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A as at the date of this Notice. The Company therefore requires the approval of Shareholders under ASX Listing Rule 7.1. Resolution 3 seeks the required Shareholder approval for the issue of the Tranche 2 Shares under and for the purposes of ASX Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with tranche 2 of the Placement by the issue of the Tranche 2 Shares. In addition, the issue of the Tranche 2 Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to complete tranche 2 of the Placement and so will not be able to raise the corresponding funds of up to $20,245,517.

2.3 ASX Listing Rule Disclosure Requirements

The following information is provided for Resolution 3 in accordance with ASX Listing Rule 7.3:

(a) The name of the persons to whom the entity will issue the securities or the basis on which those persons were or will be identified or selected

The Shares will be issued to institutional, sophisticated or professional investors identified by Canaccord Genuity (Australia) Limited, which investors will not be related parties of the Company or their associates.

(b) Number and class of securities that the entity will issue

A maximum of 17,605,667 Shares will be issued.

The Shares issued will be fully paid ordinary shares and will rank equally in all respects with all other ordinary shares in the capital of the Company.

The Shares will be issued by no later than three (3) months after the date of this Meeting or such later date as may be approved by ASX (including such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

(d) The price or other consideration the entity will receive for the securities

The Shares will be issued at a price of $1.15 per Share.

(e) The purpose of the issue, including the intended use of funds raised

It is intended that funds raised by the issue of the Tranche 2 Shares will be utilised as follows:

Drilling activities at the Company’s Hombre Muerto West Project to establish well fields for production and to convert existing Resources to Reserves.
Drilling activities at the Company’s Candelas Project to convert existing Resources to Reserves.
Ongoing exploration activities at the Company’s HMW, Candelas and Greenbushes South Projects.
Completion of feasibility studies at the HMW and Candelas Projects.
General working capital.

2.4 Directors' Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3 as it allows the Company greater flexibility to issue further securities representing up to 15% of the total number of Shares on issue in any 12 month period pursuant to Listing Rule 7.1 without Shareholder approval.

GLOSSARY

In the Notice of Meeting (including any Annexures thereto) and the Proxy Form, the following terms have the following meanings unless they are otherwise defined or the context otherwise requires:

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

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

ASX Listing Rules or Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Board means the board of Directors.

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 chairperson of the Meeting.

Company or Galan means Galan Lithium Limited ACN 149 349 646.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) and the regulations promulgated under it, each as amended from time to time.

Director means a director of the Company.

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

Explanatory Memorandum means the explanatory memorandum accompanying and forming part of the Notice.

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

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

Placement is defined in Section 1.1.

Proxy Form means the proxy form accompanying and forming part of the Notice.

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

Securities means Shares and Options.

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

Shareholder means a holder of a Share.

Trading Day means a day determined by ASX to be a trading day and notified to market participants being:

(a) a day other than:

(i) a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and

(ii) any other day which ASX declares and publishes is not a trading day; and

(b) notwithstanding (a), a day which for the purposes of settlement, ASX declares is a trading day notwithstanding that dealings between market participants are suspended on that day.

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

Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2021 GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Galan Lithium Limited and entitled to attend and vote hereby:

APPOINT A PROXY

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The Chair of the  PLEASE NOTE: If you leave the section blank, OR Meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 General Meeting of the Company to be held at Hall Chadwick, 283 Rokeby Road, Subiaco WA 6008 on 12 October 2021 at 11.00am (WST) and at any adjournment or postponement of that Meeting.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

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Resolutions For Against Abstain
1 Ratification of previous issue of Tranche 1 Placement Shares (Listing Rule 7.1) ◼ ◼ ◼
2 Ratification of previous issue of Tranche 1 Placement Shares (Listing Rule 7.1A) ◼ ◼ ◼
3 Approval for issue of Tranche 2 Placement Shares ◼ ◼ ◼
If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands
 or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney,
the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Email Address
Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
STEP 2
STEP 3
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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PLEASE NOTE: If you appoint the Chair as your proxy (or if he is appointed by default) but do not direct him how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as he sees fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 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.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am (WST) on 10 October 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.