GODOLPHIN RESOURCES LIMITED — AGM Information 2021

Oct 10, 2021

ABN 13 633 779 950 Registered Office Unit 13, 11-19 William Street Orange NSW 2800 Australia Telephone +61 2 6318 8144 info@godolphinresources.com.au

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11 October 2021

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Godolphin Resources Limited ABN 13 633 779 950 ( Godolphin or the Company ) will be held virtually via a webinar conferencing facility at 3.00 PM Sydney Time on Friday 12 November 2021 ( General Meeting , AGM or Meeting ).

The Company will not be despatching physical copies of the Notice. Instead, the Notice and accompanying Explanatory Notes ( Meeting Materials ) are being made available to Shareholders electronically. This means that:

You can access the Meeting Materials online at the Company’s website: https://godolphinresources.com.au/ or at the Company’s share registry’s voting website https://investor.automic.com.au/#/home by logging in.

A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “GRL”.

If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at http://investor.automic.com.au. If you have not yet registered, you will need your Shareholder information including SRN/HIN details in order to complete your registration.

If you are unable to access the Meeting Materials on-line, please contact our share registry Automic at hello@automicgroup.com.au or by phone at 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 9:00am and 5:00pm (AEDT) Monday to Friday, or the Company on +61 2 6318 8144, to arrange a copy.

As a result of the potential health risks and the Governments restrictions in response to the COVID19 pandemic, the Meeting will be held via a webinar conferencing facility. Details of how to register to attend the Meeting are contained in the Meeting Materials. The Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

No hard copy of the Notice and Explanatory Notes will be circulated. The Notice has been given to those entitled to receive by use of one or more technologies. The Notice is also available on the Australian Securities Exchange Announcement platform and on the Company’s website https://godolphinresources.com.au/

This Notice and Explanatory Notes should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant

Yours sincerely,

Ian Morgan Company Secretary

Godolphin Resources Limited

ABN 13 633 779 950 Registered Office Unit 13, 11-19 William Street Orange NSW 2800 Australia Telephone +61 2 6318 8144 info@godolphinresources.com.au

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Godolphin Resources Limited ABN 13 633 779 950 ( Godolphin or the Company ) will be held virtually via a webinar conferencing facility commencing 3.00 PM Sydney Time on Friday 12 November 2021 ( General Meeting , AGM or Meeting ).

Refer to the Explanatory Notes for further information on the proposed Resolutions.

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Company at the time of preparing the Notice of General Meeting ( Notice ), the Company intends to conduct a poll on the resolutions set out in the Notice using the proxies filed prior to the Meeting.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut- off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be delivered to you by email or post (depending on your communication preferences).

Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also electronically cast their votes on the proposed resolution at the AGM. Shareholders who intend to join the Meeting are asked to dial-in 30 minutes prior to the start of the meeting to allow the Company to take your details. The virtual meeting can be attended using the following details:

The live webcast can be attended using the following details:

When: Friday 12 November 2021at 3.00 PM Sydney Time

Topic: GRL Annual General Meeting

Register in advance for this webinar:

https://us02web.zoom.us/webinar/register/WN_1jfAaMmOQUibq9jpYyrDtg

After registering, you will receive a confirmation email containing information about joining the meeting. The Company strongly recommends its Shareholders lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

The Company is happy to accept and answer questions submitted prior to the meeting by email to info@godolphinresources.com.au. Where a written question is raised in respect of the resolutions to be considered at the meeting or the key management personnel of the Company, the Company will address the relevant question during the course of the meeting or by written response after the Meeting (subject to the discretion of the Company, it will not respond to unreasonable and/or offensive questions). If the situation in relation to COVID-19 was to change in a way that affected the above position, the Company will provide a further update ahead of the Meeting by releasing an announcement to ASX.

Any Shareholders who wish to attend the AGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: GRL) and on its website at https://godolphinresources.com.au/

Date: 11 October 2021

By order of the Board of Godolphin Resources Limited

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Ian Morgan Company Secretary

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Notice of Annual General Meeting of Godolphin Resources Limited commencing 3.00 PM Sydney Time on Friday 12 November 2021

	ABN 13 633 779 950
	Registered Office
	Unit 13, 11-19 William Street
	Orange NSW 2800 Australia
	Telephone+61 2 6318 8144
	info@godolphinresources.com.au
NOTICE OF ANNUAL GENERAL MEETING ........................................................................................ 1
1.	ITEMS OF GENERAL BUSINESS .............................................................................................. 2
	1.1. FINANCIAL REPORTS ........................................................................................................... 2
	1.2. RESOLUTION 1: ADOPTION OF THE REMUNERATION REPORT .......................................... 2
	1.3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR IAN BUCHHORN ................................... 3
2.	ITEM OF SPECIAL BUSINESS .................................................................................................. 3
	2.1. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY ................................................ 3
3.	VOTING RIGHTS AND PROXIES .............................................................................................. 4
4.	HOW THE CHAIR OF THE MEETING WILL VOTE UNDIRECTED PROXIES .................................. 4
5.	VENUE AND VOTING INFORMATION .................................................................................... 4
	5.1. Voting virtually at the AGM ................................................................................................ 4
	5.2. Voting by proxy ................................................................................................................... 5
	5.3. Power of Attorney ............................................................................................................... 5
	5.4. Corporate Representatives ................................................................................................. 5
6.	DATE FOR DETERMIING HOLDERS OF SHARES ....................................................................... 6
7.	EXPLANATORY NOTES .......................................................................................................... 7
	7.1. FINANCIAL REPORTS ........................................................................................................... 7
	7.2. RESOLUTION 1: ADOPTION OF THE REMUNERATION REPORT .......................................... 7
	7.3. RESOLUTION 2: ELECTION OF DIRECTOR – MR IAN BUCHHORN ........................................ 8
	7.4. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY ................................................ 8
8.	INTERPRETATION ............................................................................................................... 14
9.	REGISTERED OFFICE ............................................................................................................ 14
10.	GLOSSARY .......................................................................................................................... 15

1. ITEMS OF GENERAL BUSINESS

1.1. FINANCIAL REPORTS

To receive and consider the Financial Statements, Directors’ Report and Auditor’s Report for the Company for the financial year ended 30 June 2021.

Note: There is no requirement for Shareholders to approve these reports.

The statutory annual report is available for Shareholders to access and download from http://www.godolphinresources.com.au

If you would like to receive a hard copy of the statutory annual report free of charge you can contact the Company by telephoning +61 2 6318 8144 or emailing info@godolphinresources.com.au .

1.2. RESOLUTION 1: ADOPTION OF THE REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution in accordance with section 250R of the Corporations Act as a non-binding resolution :

That the Company adopts the Remuneration Report for the financial year ended 30 June 2021.

Notes:

• This Resolution is advisory only and does not bind the Company or the Directors.

• The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

• The Chair of the Meeting intends to vote all available proxies in favour of Resolution 1.

• If 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors must go up for re-election.

Voting exclusion statement for Resolution 1 : The Company will disregard any votes cast in favour of each of Resolution 1 by or on behalf of Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member or an Associate of those persons. However, the Company need not disregard 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 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

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(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

1.3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR IAN BUCHHORN

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

“That Mr Ian Buchhorn who retires from office and is eligible for re-election, is re-elected as a director of the Company.”

Notes:

• Mr Buchhorn has consented to be elected a director of the Company.

• The non-candidate directors unanimously support the election of Mr Buchhorn.

• The Chair of the Meeting intends to vote all available proxies in favour of Resolution 2.

2. ITEM OF SPECIAL BUSINESS

2.1. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY

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

That for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the accompanying Explanatory Notes.

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 3.

Voting exclusion statement for Resolution 3 : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue the subject of the Resolution (except a benefit solely by reason of being a holder of ordinary securities in the Company ) or an Associate of those persons. However, the Company need not disregard 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 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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3. VOTING RIGHTS AND PROXIES

A member who is entitled to attend and vote at the meeting has a right to appoint a proxy.

This appointment may specify the proportion or number of votes that the proxy may exercise.

The proxy need not be a member of the Company.

A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes that each proxy may exercise, each proxy may exercise half of the votes.

4. HOW THE CHAIR OF THE MEETING WILL VOTE UNDIRECTED PROXIES

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

5. VENUE AND VOTING INFORMATION

The AGM of the Shareholders to which the Notice relates will be held commencing 3.00 PM Sydney Time on Friday 12 November 2021 at ( Godolphin or the Company ) will be held virtually via a webinar conferencing facility .

Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by Shareholders, circumstances may have changed, however, this Notice is given based on circumstances as at 11 October 2021.

Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at http://www.godolphinresources.com.au. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Given the significant health concerns attributed to the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold the 2021 AGM in a manner that is consistent with the Corporations Act 2001 (Cth).

Your vote is important.

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

5.1. Voting virtually at the AGM

Shareholders who wish to vote virtually on the day of the AGM will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password .

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home), click on ‘register’ and follow the instructions.

Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) in order to create an account with Automic.

Shareholders who have an existing account with Automic (Note: with a username and password ) are advised to take the following steps to attend and vote virtually on the day of the AGM:

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1. Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password .

2. ( Live voting on the day ) If live voting for the meeting is open, click on ‘Meeting open for voting’ and follow the steps.

5.2. Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
By post	Automic, GPO Box 5193, Sydney NSW 2001

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. To facilitate the conduct of the meeting during this pandemic, you are strongly encouraged to nominate the Chair of the meeting as your proxy. Proxy Forms received later than this time will be invalid.

5.3. Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

5.4. Corporate Representatives

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative must previously provide evidence of their appointment to the Share Registry.

If the Share Registry receives an instrument or form appointing a proxy, attorney or representative from a Shareholder and the Directors consider that it is not properly executed or authenticated, or is incomplete or unclear:

1. The proxy, attorney or representative is:

2. a. The person specified by the Company, if the name is unclear; and

3. b. The Chair, if no person is specified;

4. If unsigned or not authenticated, the Company may (but is not required to) return the instrument for signing; and

5. If otherwise unclear or incomplete, the Company may (but is not required to) clarify with the Shareholder any instruction on the appointment and complete or amend the contents of the instrument to reflect the clarification in the instructions received from the Shareholder.

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6. DATE FOR DETERMIING HOLDERS OF SHARES

For the purposes of regulation 7.11.37 of the Corporations Act and ASX Settlement Operating Rule 5.6.1, the Directors have set 7.00 PM Sydney Time, Wednesday 10 November 2021 as the time and date to determine holders of the Company’s ordinary fully paid shares for the purposes of determining entitlements to attend and vote at the Annual General Meeting.

Share transfers registered after that deadline will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

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7. EXPLANATORY NOTES

These Explanatory Notes are provided to the Shareholders of the Company to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be virtually, commencing 3.00 PM Sydney Time, Friday 12 November 2021.

The Board recommends that Shareholders read the accompanying Notice and these Explanatory Notes in full before making any decision in relation to the Resolutions.

7.1. FINANCIAL REPORTS

The Corporations Act requires the Financial Report (which includes the Financial Statements, Directors’ Report and Auditor’s Report) to be presented to the Meeting. There is no requirement for Shareholders to approve the report. However, the Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the management of the Company.

Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the Auditor’s Report.

7.2. RESOLUTION 1: ADOPTION OF THE REMUNERATION REPORT

7.2.1. Background

The Remuneration Report of the Company for the financial year ended 30 June 2021 is set out in the Company’s 2021 Annual Report which is available on the Company’s website http://www.godolphinresources.com.au

The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel. The Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report at the meeting. In addition, Shareholders will be asked to vote on the Remuneration Report.

The Resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors must go up for re-election.

The Company encourages all Shareholders to cast their votes on Resolution 1. Shareholders not attending the Meeting may use the enclosed Proxy Form to lodge their vote by appointing a Proxy. Any undirected proxies held by the Chair of the Meeting, other Directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1, unless the vote is cast by the Chair of the Meeting pursuant to an express authorisation on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1.

Key Management Personnel of the Consolidated Entity are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s Key Management Personnel for the financial year ended 30 June 2021. Their Closely Related Parties are defined in the

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Corporations Act, and include certain of their family members, dependants and companies they control. If you choose to appoint a Proxy, you are encouraged to direct your Proxy how to vote on Resolution 1 by marking either “For”, “Against” or “Abstain” on the Voting Form for that item of business.

7.2.2. Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

7.3. RESOLUTION 2: ELECTION OF DIRECTOR – MR IAN BUCHHORN

7.3.1. Background

Article 7.6 of the Company’s constitution provides that a Director must not hold office without re-election past the third annual general meeting following the Director's appointment or last election; or for more than 3 years, whichever is the longer.

There must be an election of Directors at each annual general meeting of the Company. This can be satisfied by the person who has been a Director the longest without re-election retiring and standing for re-election.

Accordingly, Mr Ian Buchhorn holds office only until the end of the meeting and offers himself for election to the Board.

7.3.2. Ian Buchhorn (Non-Executive Director)

BSc (Hons), Dip Geosci (Min Econ), MAusIMM

Appointed 19 June 2019

Ian Buchhorn is a Mineral Economist (Macquarie University) and Geologist with over 35 years of experience. He was the founding Managing Director of Heron Resources Limited for a period of 11 years until 2007 and returned to that role in 2012 after a period as Executive Director. Mr Buchhorn first managed exploration programs in the Lachlan Fold Belt in 1981, corresponding to the recognition of Northparkes and Temora as significant porphyry/epithermal mineral provinces. Mr Buchhorn previously worked with a number of international mining companies and has worked on gold, nickel, bauxite and industrial mineral mining and exploration, gold and base metal project generation and corporate evaluations. For the last 25 years Mr Buchhorn has acquired and developed mining projects throughout the Eastern Goldfields of Western Australian and has operated as a Registered Mine Manager. Ian is a Member of The Australasian Institute of Mining and Metallurgy (“AusIMM’”).

7.3.3. Recommendation

Non-candidate Directors recommend that Shareholders vote in favour of Resolution 2.

7.4. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY

7.4.1. Background

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities, of up to 10% of its issued share capital on issue at the commencement of the relevant period, being:

• (a) If the eligible entity has been admitted to the ASX’s official list for 12 months or more, the 12-month period before the issue date or date of agreement to issue; or

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• (b) If the eligible entity has been admitted to the ASX’s official list less than 12 months, the period from the date the entity was admitted to the ASX official list to the date immediately preceding the date of the issue or agreement ( Relevant Period ),

through placements over the Relevant Period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

The Company was admitted to the ASX’s official list on 16 December 2019.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that:

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

• (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is an eligible entity for the purposes of ASX Listing Rule 7.1A.

The Company is seeking Shareholders’ approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility in addition to its 15% placement capacity under ASX Listing Rule 7.1. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. Further information is set out in section 7.4.2 (c) of the Notice.

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period (as defined below) without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

7.4.2. Description of ASX Listing Rule 7.1A

• (a) Shareholder Approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. At the date of the Notice, the Company has quoted Shares on issue.

The Company must rely on its ASX Listing Rule 7.1 (15%) placement capacity, or the issue must fall within an exception in ASX Listing Rule 7.2, for the Company to issue a new class of Equity Securities (quoted or unquoted) of the Company without approval of holders of ordinary securities.

• (c) Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

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(A x D) – E

A is the number of fully paid ordinary securities on issue at the commencement of the Relevant Period before the date of issue or agreement to issue:

• (i) plus the number of fully paid ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9 (issue of Equity Securities as a result of conversion of convertible securities), exception 16 (issue of Equity Securities under an agreement to issue Equity Securities already approved under ASX Listing Rule 7.1) or exception 17 (an agreement to issue Equity Securities that is conditional on the holders of the Company’s ordinary securities approving the issue under ASX Listing Rules 7.1, and approval is obtained before issuing the Equity Securities);

• (ii) plus the number of partly paid ordinary securities that became fully paid in the Relevant Period;

• (iii) plus the number of fully paid ordinary securities issued in the Relevant Period with approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4. This does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without shareholder approval;

• (iv) less the number of fully paid ordinary securities cancelled in the Relevant Period.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under the ASX Listing Rule 7.1A.2 in the Relevant Period before the date of the issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4.

7.4.3. Number of Shares on Issue

At the date of the Notice, the Company has 84,111,271 quoted plus 100 unquoted Shares on issue (totalling 84,111,371 Shares).

7.4.4. Cash Only

Equity Securities can only be issued under ASX Listing Rule 7.1A for a cash amount which is not less than the prescribed minimum issue price described in section 7.4.5 below.

The Company must rely on its ASX Listing Rule 7.1 (15%) placement capacity, or the issue must fall within an exception in ASX Listing Rule 7.2, for the Company to issue Equity Securities for non-cash consideration, or for cash consideration that is lower than the prescribed minimum issue price, without approval of holders of ordinary securities.

7.4.5. Minimum Issue Price

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of the volume weighted average market price ( VWAP ) of Equity

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Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

• (b) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

7.4.6. Specific Information required by ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

• (a) Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires the earlier to occur of:

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• the date that is the 12 months after the date of the annual general meeting at which approval is obtained; or

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

• the time and date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period).

• (b) the Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities in the relevant class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

• if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (c) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to allocate the funds towards additional working capital while the Company progresses exploration of existing resource assets. Under ASX Listing Rule 7.1A, Equity Securities can only be issued for cash consideration.

• (d) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ economic and voting power in the Company will be diluted as shown in the below table (in the case of options, only if the options are exercised). There is a risk that:

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• the market price for the Company’s Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

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Notice of Annual General Meeting of Godolphin Resources Limited commencing 3.00 PM Sydney Time on Friday 12 November 2021

• (e) Table 1 below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

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• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. 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 entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Table 1

Table 1	Table 1
		Variables
		50% decrease in Issue Price		Issue Price	100% Increase in Issue Price
Issue price examples		$0.075		$0.150	$0.330
Variable ‘A’ in ASX Listing Rule 7.1A.2	Number of Shares examples
Current Variable A	84,111,371	10% Voting Dilution	8,411,137 8,411,137 8,411,137 $630,835 $1,261,671 $2,523,341 12,616,706 12,616,706 12,616,706 $946,253 $1,892,506 $3,785,012 16,822,274 16,822,274 16,822,274 $1,261,671 $2,523,341 $5,046,682
		Funds raised
50% increase in Current Variable A	126,167,057	10% Voting Dilution
		Funds raised
100% increase in Current Variable A	168,222,742	10% Voting Dilution
		Funds raised

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Notice of Annual General Meeting of Godolphin Resources Limited commencing 3.00 PM Sydney Time on Friday 12 November 2021

• (f) The table has been prepared on the following assumptions:

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• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• No options (including any options issued under the 10% Placement Facility) are exercised before the date of the issue of the Equity Securities.

• 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%.

• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

• The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes options, it is assumed that those options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• The issue price is 15.0 cents ($0.150), being the closing price of the Shares on the ASX on24 September 2021.

• (g) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

• (h) The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A.4 upon the issue of any Equity Securities. The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

• (i) The identity of the allottees of Equity Securities will be determined on a case-bycase basis having regard to the factors including but not limited to the following:

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• the methods of raising funds that are available to the Company, including but not limited to, a pro rata rights issue or other issue in which existing security holders can participate;

• the effect of the issue of the Equity Securities on the control of the Company;

• the financial situation and solvency of the Company; and

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

• (j) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company.

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Notice of Annual General Meeting of Godolphin Resources Limited commencing 3.00 PM Sydney Time on Friday 12 November 2021

• (k) The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A on 13 November 2020.

• (l) The Company has not issued or agreed to issue any Equity Securities under ASX Listing Rule 7.1A.2 since 13 November 2020, being the commencement of the Relevant Period.

• (m) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

7.4.7. Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

8. INTERPRETATION

For the purposes of interpreting the Explanatory Notes and the Notice:

• (a) the singular includes the plural and vice versa;

• (b) reference to any statute, ordinance, regulation, rule or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force;

• (c) all headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define, limit or affect the meaning or interpretation of the Explanatory Notes and the Notice;

• (d) reference to persons includes bodies corporate and government authorities and in each and every case, includes a reference to the person’s executors, administrators, successors, substitutes (including without limitation persons taking by novation and assignment); and

• (e) reference to cents, $, A$, Australian Dollars or dollars is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia.

9. REGISTERED OFFICE

Godolphin Resources Limited ABN 13 633 779 950

Unit 13, 11-19 William Street

Orange NSW 2800 Australia Telephone: +61 2 6318 8144 Email: info@godolphinresources.com.au Web: http://www.godolphinresources.com.au

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Notice of Annual General Meeting of Godolphin Resources Limited commencing 3.00 PM Sydney Time on Friday 12 November 2021

10. GLOSSARY

AEDT means Australian Eastern Daylight Time.

AEST means Australian Eastern Standard Time.

AGM or Annual General Meeting means the annual general meeting to commence 3.00 PM Sydney Time on Friday 12 November 2021 and notified to the Company’s Shareholders by this Notice.

Associate has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act.

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules means the official listing rules issued and enforced by the ASX, as amended from time to time.

Automic means the Share Registry.

Board or Board of Directors means the board of Directors of the Company.

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) as amended from time to time.

Company means Godolphin Resources Limited ABN 13 633 779 950.

Consolidated Entity means the Company together with all the entities it is required by the accounting standards to include in consolidated financial statements.

Constitution means the constitution of the Company, as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Director means a director of the Company.

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

Explanatory Notes means the notes included in the Notice which convened this meeting.

Godolphin means the Company.

Group means the Company’s group, including the Company and its wholly owned subsidiaries.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Entity, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Meeting means the AGM.

Notice means this notice of Annual General Meeting.

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Notice of Annual General Meeting of Godolphin Resources Limited commencing 3.00 PM Sydney Time on Friday 12 November 2021

Remuneration Report means the remuneration report which forms part of the Directors’ Report of the Company for the financial year ended 30 June 2021 and which is set out in the 2021 Annual Report.

Share means a fully paid ordinary share in the issued capital of the Company and Shares has a corresponding meaning.

Shareholder means shareholder of the Company and Shareholders has a corresponding meaning.

Share Registry means Automic Pty Ltd ACN 152 260 814, Level 5, 126 Phillip Street Sydney NSW 2000.

Sydney Time means the time at Sydney, NSW, Australia.

Trading Day means a day determined by the ASX to be a Trading Day, notified to market participants, and otherwise as defined by the ASX Listing Rules .

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Notice of Annual General Meeting of Godolphin Resources Limited commencing 3.00 PM Sydney Time on Friday 12 November 2021

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Godolphin Resources Limited | ABN 13 633 779 950

Proxy Voting Form

If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

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Holder Number:

Your proxy voting instruction must be received by 3.00pm (Sydney Time) on Wednesday, 10[th] November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

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

Joint holding : Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online: Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

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VIRTUAL PARTICIPATION AT THE AGM:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

COMPLETE AND RETURN THIS FORM AS INSTRUCTED ONLY IF YOU DO NOT VOTE ONLINE

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Godolphin Resources Limited, to be held at 3.00 pm (Sydney Time) on Friday, 12[th] November 2021 hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

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The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Resolutions

1. ADOPTION OF THE REMUNERATION REPORT

2. RE-ELECTION OF DIRECTOR – MR IAN BUCHHORN

3. Special Resolution APPROVAL OF 10% PLACEMENT FACILITY

For Against Abstain

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Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution 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 SECURITYHOLDERS – THIS MUST BE COMPLETED Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).