HASTINGS TECHNOLOGY METALS LTD — Proxy Solicitation & Information Statement 2020

Aug 27, 2020

Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

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Notice of Extraordinary General Meeting

Hastings Technology Metals Limited (ACN 122 911 399)

Tuesday, 29 September 2020 10am WST

The EGM will conducted as a virtual meeting, accessible online.

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

This Notice of Meeting 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.

IMPORTANT INFORMATION REGARDING COVID-19: Due to the COVID-19 pandemic, the EGM will be held as a virtual meeting. If you are a shareholder and you wish to virtually attend the EGM, please pre-register in advance for the virtual meeting here: https://us02web.zoom.us/webinar/register/WN_oVMS84x3SgKnoSJHbfK3oA

Shareholders are also strongly encouraged to lodge their completed proxy form in accordance with the instructions in this Notice of Meeting.

On 5 May 2020, the Commonwealth Treasurer introduced temporary modifications to the Corporations Act 2001 (Cth) to allow the Notice of Meeting and other information regarding the EGM to be provided electronically and to allow shareholders to participate in the EGM using the online facility which facilitates direct voting and questions. This Notice of Meeting can be accessed on the Company’s website at www.hastingstechmetals.com

The Company's Directors recommend that eligible Shareholders vote IN FAVOUR of Resolutions 1, 3 & 4. Each of the Company's Directors (apart from, in the case of Resolution 2, Charles Lew, who abstains from making a recommendation) recommend that eligible Shareholders vote IN FAVOUR of Resolution 2. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on + 61 407 983 270.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Table of Contents

Contents

Notice	of Extraordinary General Meeting	of Extraordinary General Meeting	6
Agenda			6
1	Resolution 1: Ratification of Prior Issue of 80,733,084 Shares and 40,366,543 Options 6
	(a)	the below named person or class of persons excluded from voting; or	6
	(b)	an associate of that person or those persons:	6
2	Resolution 2: Approval to Issue Shares and Options to Foon Keong (Charles) Lew		7
	(a)	Charles Lew; or	7
	(b)	an associate of Charles Lew:	7
3	Resolution 3: Approval to issue up to 200 million shares		8
	(a)	the below named person or class of persons excluded from voting; or	8
	(b)	an associate of that person or those persons:	8
4	Resolution 4: Approval to issue up to 100 million listed options		9
	(a)	the below named person or class of persons excluded from voting; or	9
	(b)	an associate of that person or those persons:	9
5	Resolution 5: Approval to issue 5 million advisor options		9
	(c)	the below named person or class of persons excluded from voting; or	9
	(d)	an associate of that person or those persons:	9
Notes	11
Eligibility to		Vote	11
Explanatory		Memorandum	13
1	Resolution 1: Ratification of Prior Issue of 80,733,084 Shares and 40,366,543 Options 13
	1.1	Background	13
	1.2	Listing Rule 7.1	13
	1.3	Listing Rules Disclosure Requirements	13
	1.4	Directors' recommendation	14
2	Resolution 2– Approval to Issue Subscription Securities to Foon Keong (Charles) Lew
			14
	2.1	Related Party transaction	15
	2.2	Disclosure requirements – Part 2E.1 of the Corporations Act and Listing Rule 10.11 15
	2.3	Directors' recommendation	17
3	RESOLUTION 3 - Approval to issue up to 200,000,000 shares		17
	3.1	Background	17
	3.2	ASX Listing Rule Requirements	17
	3.3	ASX Listing Rule Disclosure Requirements	17
	3.4	Directors’ Recommendation	19
4	RESOLUTION 4 - Approval to issue up to 100,000,000 listed Options		19
	4.1	Background	19
	4.2	ASX Listing Rule Requirements	19
	4.3	ASX Listing Rule Disclosure Requirements	19
	4.4	Directors’ Recommendation	20
5	RESOLUTION 5 - Approval to issue 5,000,000 Advisor Options		20
	5.1	Background	20

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

5.2	ASX Listing Rule Requirements	21
5.3	ASX Listing Rule Disclosure Requirements	21
5.4	Directors’ Recommendation	21
Glossary		22
Schedule 1 Additional terms and conditions of the Options		23
Proxy Form		24

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Important Notices

Venue – Virtual Meeting

The Extraordinary General Meeting of the Shareholders to which this Notice if Meeting relates will be held at 10am WST on 29 September 2020 as a virtual meeting.

If you wish to virtually attend the EGM, please pre-register in advance for the virtual meeting here: https://us02web.zoom.us/webinar/register/WN_oVMS84x3SgKnoSJHbfK3oA

After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the EGM.

Shareholders will be able to vote and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to Guy Robertson, Company Secretary at guy.robertson@hastingstechmetals.com at least 48 hours before the EGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect of resolutions to be put before the meeting.

Forward looking statements

Certain statements in this Notice of Meeting relate to the future. These statements reflect views only as of the date of this Notice of Meeting. While the Company believes that the expectations reflected in the forward looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Notice of Meeting will actually occur.

Disclaimer

No person is authorised to give any information or make any representation in connection with the Subscription Securities which is not contained in this Notice of Meeting. Any information or representation not contained in this Notice of Meeting, may not be relied on as having been authorised by the Company or the Board in connection with the Subscription Securities.

Privacy

To assist the Company to conduct the Extraordinary General Meeting, the Company may collect personal information including names, contact details and shareholding of Shareholders and the names of persons appointed by Shareholders to act as proxy at the General Meeting. Personal information of this nature may be disclosed by the Company to its share registry, print and mail service providers, and the Company's agents for the purposes of issuing the Subscription Securities. Shareholders have certain rights to access their personal information that has been collected and should contact the Company Secretary if they wish to access their personal information.

Responsibility for information

The information contained in this Notice of Meeting has been prepared by the Company and is the responsibility of the Company.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

ASIC and ASX involvement

A copy of this Notice of Meeting has been lodged on 28 August 2020 with ASIC pursuant to ASIC Regulatory Guide 76 and with ASX pursuant to the Listing Rules. Neither ASIC, ASX nor any of their officers take any responsibility for the contents of this Notice of Meeting and Explanatory Memorandum.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Notice of Extraordinary General Meeting

Notice is given that the extraordinary general meeting for Hastings Technology Metals Limited (ACN 122 911 399) (the Company ) will be held on Tuesday, 29 September 2020 at 10am (AWST) as a virtual meeting (the Meeting ).

The Explanatory Memorandum and the Proxy Form attached to this Notice of Meeting are incorporated into and form part of this Notice of Meeting. A detailed explanation of the background and reasons for the proposed resolutions are set out in the Explanatory Memorandum.

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

Agenda

Approval of Transactions

1 Resolution 1: Ratification of Prior Issue of 80,733,084 Shares and 40,366,543 Options

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

'That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 80,733,084 Shares and 40,366,543 Options on the terms and conditions set out in the Explanatory Memorandum.'

Short explanation

On 18 December 2019, the Company issued 80,733,084 Shares at $0.143 per Share by way of a placement to professional and institutional investors to raise $11,544,831 (before costs). For every 2 Shares subscribed for, subscribers received one free attaching Option. The proceeds of the placement will be used to further development at the Yangibana rare earths project. Please refer to the Explanatory Memorandum for further information.

Voting Exclusion:

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of:

• (a) the below named person or class of persons excluded from voting; or

• (b) an associate of that person or those persons:

The Company will disregard any votes cast in favour of the resolution by or on behalf of the shareholders who participated in this placement, or an associate of that person or those persons.

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

• 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

• 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

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

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

• 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

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

2 Resolution 2: Approval to Issue Shares and Options to Foon Keong (Charles) Lew

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

• "That, for the purposes of Part 2E.1 of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve:

• (a) the issue of 3,183,000 Shares and 1,591,500 Options to Charles Lew (or his nominee); and

• (b) the giving of financial benefits to Charles Lew, being a Related Party of the Company, by way of the issue of 3,183,000 Shares and 1,591,500 Options,

on the further terms and conditions set out in the Explanatory Memorandum."

Short Explanation

Charles Lew wishes to participate in the 18 December 2019 placement on the same terms as other subscribers to the Placement. The Company has received $455,169, being the subscription price for the Shares and Options, from Mr Lew in anticipation that this resolution will be approved by shareholders.

Directors' Recommendation: The Directors (except for Mr Lew, who abstains from making a recommendation) recommend that Shareholders vote in favour of Resolution 2.

Voting Exclusion:

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of:

• (a) Charles Lew; or

• (b) an associate of Charles Lew:

The Company will disregard any votes cast on this Resolution by Charles Lew who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associate of such person.

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

• 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

• 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

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

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

• 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

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

3 Resolution 3: Approval to issue up to 200 million shares

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

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 200,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion:

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of a resolution by or on behalf of:

• (a) the below named person or class of persons excluded from voting; or

• (b) an associate of that person or those persons:

The Company will disregard any votes cast in favour of the resolution by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity).

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

• 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

• 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

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

• 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

• 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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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

4 Resolution 4: Approval to issue up to 100 million listed options

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

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 100,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion:

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of a resolution by or on behalf of:

• (a) the below named person or class of persons excluded from voting; or

• (b) an associate of that person or those persons:

The Company will disregard any votes cast in favour of the resolution by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity).

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

• 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

• 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

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

• 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

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

5 Resolution 5: Approval to issue 5 million advisor options

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

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of 5,000,000 Advisor Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion:

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of a resolution by or on behalf of:

• (a) Pamplona Corporate Pty Ltd; or

• (b) an associate of Pamplona Corporate Pty Ltd:

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

The Company will disregard any votes cast in favour of the resolution by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity).

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

• 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

• 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

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

• 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

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

By order of the Board of Directors

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Guy Robertson Company Secretary

28 August 2020 Dated

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Notes

Eligibility to Vote

Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time, not more than 48 hours before a general meeting, at which a 'snap-shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Board has determined that the registered holders of fully paid ordinary shares at 10am (AWST) on 29 August 2020 will be taken to be holders of ordinary shares for the purposes of the Meeting and accordingly, will be entitled to attend and vote at the Meeting.

Voting virtually on the day of the EGM

1. Shareholders who wish to vote virtually on the day of the EGM will need to login to the Automic webite (investor.automic.com.au) with their username and password.

Shareholders who do not have an account with Automic are encourages to register for an account in advance of the meeting to avoid any delays on the day of the meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website (investor.automic.com.au), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) of Holder Identification Number (HIN) to create an account with Automic.

I have an account with Automic, what are the next steps?

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 EGM:

1. Login to the Automic website ( investor.automic.com.au) using your user name and password.

2. (Registration on the day) If registration for the virtual meeting is open, click on ‘Meeting open for registration’ and follow the steps.

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

Voting by Proxy

To be valid, the appointment of a proxy (made using a properly completed and executed Proxy Form) must be received by the Company no later than 10am (AWST) on 27 September 2020, being not later than 48 hours before the commencement of the Meeting.

Proxy Forms can be submitted in four ways:

• Email to meetings@automicgroup.com.au;

• By mail to Hastings Technology Metals Limited at c/- Automic Pty Ltd, GPO Box 5193 Sydney NSW 2001; or

• By hand to the Registrar, Automic Pty Ltd Level 5 126 Phillip Street Sydney NSW 2000 business hours (Monday – Friday, 8:30am – 5pm (AWST)).

• By facsimile +61 2 8583 3040

Instructions on how to complete the Proxy Form are on the reverse of the Proxy Form attached to this Notice.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

If a Proxy Form is signed by an attorney, a shareholder must also send in the original or a certified copy of the power of attorney or other authority under which the Proxy Form is signed.

Undirected Proxies

The chair of the Meeting intends to vote undirected proxy votes in favour of all resolutions (subject to the voting exclusions below).

Voting by Corporate Representative

A Shareholder or proxy which is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative to vote at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment unless it has previously been provided to the Registrar.

Voting by Attorney

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the shareholder's behalf. An attorney need not themselves be a Shareholder.

The power of attorney appointing the attorney must be signed and specify the name of each shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.

To be effective, the power of attorney must also be returned in the same manner, and by the same time, as specified for Proxy Forms.

Resolutions

All items of business involving a vote by Shareholders require ordinary resolutions, which means that, to be passed, the item needs the approval of a simple majority of the votes cast by Shareholders entitled to vote on the Resolution.

Your Proxy Form is enclosed with this Notice of Meeting.

If you have any queries on how to cast your votes then call the Registrar on +61 2 9698 5414 during normal business hours (Monday – Friday, 8:30am – 7.30pm (AEST)).

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Explanatory Memorandum

The information in this Explanatory Memorandum is provided to Shareholders of Hastings Technology Metals Limited in compliance with the Corporations Act, the Listing Rules and the Constitution. This Explanatory Memorandum is despatched with and forms part of the Notice of the Company’s Extraordinary General Meeting to be held on 29 September 2020 at 10 am (AWST) a virtual meeting (the Meeting ).

All Shareholders should read this Explanatory Memorandum in full. Shareholders should obtain professional advice before making any decisions in relation to the resolutions to be put to Shareholders at the Meeting.

1 Resolution 1: Ratification of Prior Issue of 80,733,084 Shares and 40,366,543 Options

1.1

Background

Under Resolution 1, the Company seeks Shareholder ratification of the issue by the Company of 80,733,084 Shares and 40,366,543 Options issued to sophisticated and institutional investors – see ASX Announcement dated 11 December 2019. The Shares and Options were issued on 18 December 2019 raising approximately $11.5 million, before costs, which will be used for the further development of the Yangibana rare earths project. The Options are free attaching Options on the basis of one (1) Option for every two (2) shares.

1.2

Listing Rule 7.1

Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it.

While the outcome of Resolution 1 will have no effect on the issue of the shares in question, Shareholder approval will restore the Company's ability to issue further equity securities under Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 121,099,627 securities issued.

1.3 Listing Rules Disclosure Requirements

The following information is provided in accordance with Listing Rule 7.5:

• (a) The maximum number of securities the entity issued

The maximum number of securities issued was 121,099,627 (being 80,733,084 shares and 40,366,543 options).

• (b) The issue price of the securities

80,733,084 shares at a price of $0.143 per share and 40,366,543 free attaching options for nil consideration.

• (c) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

The Shares were issued on 18 December 2019 to sophisticated and institutional investors as determined by the Board.

The Shares were not issued to:

• a related party of the entity;

• a member of key management personnel;

• a substantial holder in the entity;

• an adviser to the entity; or

• an associate of any of the above.

(d) The terms of the securities

The shares issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing shares.

The options are each an option to purchase a fully paid ordinary share in the capital of the Company with an exercise price of A$0.25 per share, with an expiry date of 12 April 2022. Further terms and conditions of the Options are contained in Schedule 1.

(e) The intended use of the funds raised

The funds are being used to further the development of the Yangibana rare earths project and for working capital.

• (f) Voting Exclusion

Under Listing Rule 14.11, the Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any of their associates.

1.4 Directors' recommendation

Each Director recommends that Shareholders vote in favour of Resolution 1, as this will allow the Company to raise capital under its Listing Rule 7.1 15% capacity.

If Resolution 1 is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of securities it can issue without shareholder approval over the 12 month period following the issue date.

If Resolution 1 is not passed, the issue will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

2 Resolution 2– Approval to Issue Subscription Securities to Foon Keong (Charles) Lew

This Resolution seeks the approval of Shareholders for the Company to issue Shares and Options ( Subscription Securities ) to Charles Lew ( Interested Director ) (or his nominee), who is a Related Party of the Company (Listing Rule 10.1.1). The approval is to allow Charles Lew to participant in the capital raising outlined in Resolution 1.

In the event that this resolution is not approved the Company will need to return $455,169 advanced by Mr Lew for the purpose of subscribing for the placement.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

2.1 Related Party transaction

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 shareholders 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 Interested Directors are Related Parties of the Company. The issue of Shares and Options to a Director requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit.

In addition, Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a Related Party (Listing Rule 10.11.1), or a person whose relationship with the entity or a Related Party is, in ASX’s opinion, such that approval should be obtained (Listing Rule 10.11.5) unless an exception in Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Subscription Securities to Charles Lew under Listing Rule 10.11.1).

2.2 Disclosure requirements – Part 2E.1 of the Corporations Act and Listing Rule 10.11

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and Listing Rule 10.13, the following information is provided in relation to the proposed issue of Subscription Securities to the Related Party:

• (a) the Related Party is Charles Lew a Related Party by virtue of being a Director;

• (b) the maximum number of Subscription Securities (being the nature of the financial benefit being provided) proposed to be issued under Resolution 2 to Charles Lew is 3,183,000 Shares and 1,591,500 Options;

• (c) the issue price of each Share is A$0.143 and of each Option is nil;

• (d) the Company has already received $455,169 from Charles Lew in payment for the shares;

• (e) the Interested Director will receive a financial benefit in exchange for their subscription for the Subscription Securities of A$70,509. The benefit has been valued by the nonInterested Directors using the Black-Scholes pricing method as outlined below:

• (i) a total option value of approximately A$70,509 associated with the convertible nature of the Options. The total option value has been calculated as at 18 February 2020 using the Black-Scholes option pricing method and on the assumptions set out below.

ssumptions set out below.
Assumptions	Charles Lew
Marketprice of Shares	A$0.13
Conversionprice	A$0.25
Expiry date (length of time from issue)	2.15 years (until 12 April 2022)

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Risk free interest rate	0.8%
Volatility (discount)	100%
Indicative option value (rounded)	$0.0443
Total number of the Options	1,591,500
Total option value of the Options	A$70,509

These terms are consistent with and no better than the terms offered to and accepted by the other investors.

• (f) the terms and conditions of the Options are summarised in section Schedule 1 of this Explanatory Memorandum above;

• (g) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is as follows:

• Highest A$0.185 on 12 November 2019

• Lowest A$0.052 on 23 April 2020

• Last A$0.16 on 21 August 2020

• (h) the Related Party currently have an interest in the following securities in the Company:

	Charles Lew
Shares	113,389,155
Options	2,941,177
Performance Rights	10,000,000

the Related Parties currently receive annual remuneration as follows;

Charles Lew

Remuneration $525,000 since 1 April reduced by 20% as a result of COVID-19 cost cuts

• (i) if the Options granted to the Related Party were fully converted, this would not have a material dilutionary effect on the existing Shareholders' interests;

• (j)

• the Shares and Options will be issued within one month of shareholder approval;

• (k) the intended use of the funds raised from the issue of the Shares and Options is to allow the Company to continue development of the Yangibana rare earths project;

• (l) the Board does not consider that there are any opportunity costs to the Company or benefits foregone by the Company in issuing the Shares and Options upon the terms proposed; and

• (m) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 1.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Approval pursuant to Listing Rule 7.1 is not required in order to issue the Subscription Securities to the Related Parties as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of Subscription Securities to the Related Parties will not be included in the calculation of the Company’s annual 15% placement capacity pursuant to Listing Rule 7.1 or its additional 10% placement capacity pursuant to Listing Rule 7.1A.

2.3 Directors' recommendation

Charles Lew declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution.

Each other Director, who does not have an interest in the outcome of Resolution 2, recommends that Shareholders vote in favour of Resolution 2 for the following reasons:

• (a) issue of the Subscription Securities will provide funding to allow the Company to further development of the Yangibana rare earths project; and

• (b) terms associated with the issue of the Subscription Securities are competitive when compared to other alternative financing options, and are identical to the terms of the placement announced on 11 December 2019.

3

RESOLUTION 3 - Approval to issue up to 200,000,000 shares

3.1 Background

Resolution 3 seeks Shareholder approval for the allotment and issue of up to 200,000,000 Shares.

The purpose of Resolution 3 would be to enable the Company to undertake a placement to provide the Company with additional funding to enable further development of the Yangibana rare earths project (refer Investor Presentation lodged with the ASX on 2 December 2019).

The Company may issue free attaching Options on the basis of one (1) Option for every two (2) new Shares on the same basis as Resolution 1. Approval for the issue of the Options is sought in Resolution 4.

3.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by the company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 200,000,000 Shares.

The effect of Resolution 3 will be to allow the Company to issue up to 200,000,000 Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

As at the date of this Explanatory Statement, the Company has 1,034,412,093 Shares on issue. Assuming no further Shares are issued (including issues the subject of the Resolutions), the effect of issuing 200,000,000 Shares would be to dilute existing Shareholders by 16.2%.

3.3 ASX Listing Rule Disclosure Requirements

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

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

• a) the maximum number of equity securities the entity is to issue: 200,000,000 Shares.

• b) The date by which the entity will issue the equity securities: it is anticipated that, subject to Shareholder approval, the Shares will be allotted and progressively issued no later than three months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). It is intended that issue of all the Shares pursuant to the Capital Raising will occur progressively.

• c) The issue price of the Equity Securities: the Shares will be issued at a price that is at least 80% of the volume weighted average market price for Shares, where the average is calculated over the last five days on which sales in Shares were recorded before the day on which the issue will be made.

• d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected: the allottees of the Shares are not currently known but, will be institutional and sophisticated investors and will be selected on the basis of their ability to provide funding to the Company pursuant to the placement, if undertaken. None of these parties will be related parties of the Company.

• e) The terms of the equity securities: the Shares will rank equally in all respects with existing Shares on issue.

• f) The intended use of the funds raised: if undertaken, the funds to be raised by the Company in any placement would be intended to be used for the following purposes:

  • (1) Development of the Yangibana rare earths project (refer Investor Presentation lodged with the ASX on 2 December 2019); and

  • (2) general working capital requirements of the Company.

• g) A voting exclusion statement is included in the Notice.

• 3.4 Additional Information

• In the event that an additional 200,000,000 share are issued, shareholders will be diluted by 16.2%.

A table setting out the amount that will be raised in the event that the share price declines by 50% or increases by 50% is outlined below.

Current shares on issue			Dilution
		50% decrease in Current Price $0.08cents	Current Price* $0.16 cents	50% Increase in Deemed Price $0.24cents
1,034,412,093
Increase in shares on issue by 200 million 1,234,412,093 shares	VotingDilution	16.2%	16.2%	16.2%
	Funds Raised	$16 million	$32 million	$48 million

• Price as at 21 August 2020

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

3.5 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3 as it will allow the Company to issue Shares to raise necessary funds to continue with the development of the Yangibana rare earths project and to meet the Company’s working capital requirements whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

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

If Resolution 3 is not passed, the Company would only issue securities up to its available capacity under Listing Rule 7.1 and that issue will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

4 RESOLUTION 4 - Approval to issue up to 100,000,000 listed Options

4.1 Background

Resolution 4 seeks Shareholder approval for the allotment and issue of up to 100,000,000 listed Options (ASX Code: HASO).

The purpose of Resolution 4 is to enable the Company to offer the Options in conjunction with the placement outlined in Resolution 3.

4.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by the company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 100,000,000 listed Options.

The effect of Resolution 4 will be to allow the Company to issue up to 100,000,000 Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

• 4.3 ASX Listing Rule Disclosure Requirements

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

• a) the maximum number of Options the entity is to issue: 100,000,000.

• b) The date by which the entity will issue the equity securities: it is anticipated that, subject to Shareholder approval, the Shares will be allotted and progressively issued no later than three months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• c) The issue price of the Options: the Options may be offered as free attaching options with the placement shares, the subject of Resolution 3. No consideration with be received on issue of the Options.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

• d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected: the allottees of the Options are not currently known but, will be institutional and sophisticated investors and will be selected on the basis of their ability to provide funding to the Company pursuant to the placement, if undertaken. None of these parties will be related parties of the Company.

• e) The terms of the equity securities: the Options will be listed Options (ASX Code: HASO). The options have an exercise price of 25 cents and expiry date of 12 April 2022. See Schedule 1.

• f) In the event the Options were exercised they would raise A$25,000,000. Funds raised by exercise of the Options be used for the following purposes:

• (1) Development of the Yangibana rare earths project; and

• (2) general working capital requirements of the Company.

• g) A voting exclusion statement is included in the Notice.

4.4 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4 as it will allow the Company to issue Shares to raise necessary funds to continue with its exploration programme and to meet the Company’s working capital requirements whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

If Resolution 4 is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of securities it can issue without shareholder approval over the 12 month period following the issue date.

If Resolution 4 is not passed, the Company would only issue securities up to its available capacity under Listing Rule 7.1 and that issue will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

5 RESOLUTION 5 - Approval to issue 5,000,000 Advisor Options

5.1 Background

Resolution 5 seeks Shareholder approval for the allotment and issue of 5,000,000 listed Advisor Options (ASX Code: HASO).

The purpose of Resolution 5 is to offer options as consideration for services rendered and currently ongoing by an advisor in relation to:

• capital raising assistance;

• identify new investors and generate interest in the stock for the secondary market;

• provide strategic advise on equity markets trading and behaviour;

• monitor broker and unusual trading activity on a regular basis and interface with brokers and investors when required

The exercise price of the Advisor (HASO) Option is 25c.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

The agreement was effected on 7 March 2019 with an initial period of six months and has been extended to 31[st] October 2020.

5.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by the company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Resolution 5 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 5,000,000 listed Advisor Options.

The effect of Resolution 5 will be to allow the Company to issue 5,000,000 listed Advisor Options without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

• 5.3 ASX Listing Rule Disclosure Requirements

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

• a) the maximum number of Options the entity is to issue: 5,000,000.

• b) The date by which the entity will issue the equity securities: it is anticipated that, subject to Shareholder approval, the Options will be allotted and issued no later than three months after the date of the General Meeting.

• c) The issue price of the Options: No consideration with be received on issue of the Options. The estimated value of the options using a Black & Scholes valuation model is $180,000.

• d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected: the allottee is Pamplona Corporate Pty Ltd (Pamplona), an advisor to the Company. Pamplona is not a related party of the Company.

• e) The terms of the equity securities: the Options will be listed Options (ASX Code: HASO). The options have an exercise price of 25 cents and expiry date of 12 April 2022. See Schedule 1.

• f) In the event the Options were exercised they would raise A$1,250,000. Funds raised by exercise of the Options be used for the following purposes:

• (1) Development of the Yangibana rare earths project; and

• (2) general working capital requirements of the Company.

• g) A voting exclusion statement is included in the Notice.

5.4 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

If Resolution 5 is not passed, the Company will need to renegotiate its agreement with Pamplona Corporate Pty Ltd to provide a cash payment in lieu of an issue of options, for the services being rendered.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Glossary

In the attached Notice of Meeting and Explanatory Memorandum the following words and expressions have the following meanings:

AEST	means Australian Eastern Standard Time.
A$	means Australian dollars, the lawful currency of the Commonwealth of
	Australia.
ASIC	means the Australian Securities and Investments Commission.
Associate	has the meaning given in the Listing Rules.
ASX	means ASX Limited (ACN 008 624 691) or, as the context requires, the
	market it operates.
AWST	means Australian Western Standard Time.
Board	means the current board of Directors of the Company.
Business Day	has the meaning given to that term in the Listing Rules.
Company or Hastings	means Hastings Technology Metals Limited (ACN 122 911 399).
Constitution	means the constitution of the Company from time to time.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the directors of the Company from time to time, andDirector
	means any one of them.
Explanatory	means the explanatory memorandum to and forming part of the Notice
Memorandum	of Meeting contained in this booklet.
Extraordinary General	means the extraordinary general meeting of the Company to be held on
Meeting or Meeting	Tuesday, 29 September 2020.
Interested Director	means Charles Lew (in relation to Resolution 2)
Listing Rules	means the official listing rules of ASX andListing Rulemeans any one
	of them.
Notice or Notice of	means this notice of Extraordinary General Meeting including the
Meeting	Explanatory Memorandum, its Appendices and Schedules, and the
	Proxy Form.
Option	means an option to purchase a Share on the terms and conditions set
	out in this Notice.
Placement	Placement of shares and options to subscribers on the basis of 14.3
	cents per Share and one Option for every two new shares.
Proxy Form	means the proxy form attached to this Notice of Meeting.
Registrar	means Automic Pty Ltd (ACN 152 260 814).
Related Party	has the meaning given to that term in the Listing Rules.
Resolutions	means the resolutions set out in this Notice of Meeting andResolution
	means any one of them.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholders	means the holders of the Shares from time to time.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Schedule 1 Additional terms and conditions of the Options

Each Option entitles the holder of the Option ( Optionholder ) to subscribe for one fully paid ordinary share in the Company ( New Share ), subject to any adjustments under these terms:

• (a) the exercise price for each Option is A$0.25 ( Exercise Price );

• (b) each Option may be exercised at any time from the date of issue until 5:00pm (AWST) on 12 April 2022 ( Expiry Date ). Any Options not exercised by the Expiry Date will lapse;

• (c) the Options are freely transferable subject to any restrictions under the ASX Listing Rules and the Corporations Act;

• (d) following the issue of the Options, Hastings will apply to ASX to obtain quotation of those Options along with the existing class of options (ASX:HASO) and will do all things reasonably necessary so that those Options can be offered for sale without restriction with effect from issue;

• (e) upon the valid exercise of an Option and payment of the Exercise Price, Hastings will allot and issue 1 New Share;

• (f) all New Shares issued upon exercise of the Options and payment of the Exercise Price will rank equally in all respects with Hastings' then existing Shares. Hastings will apply for quotation by ASX of all Shares issued upon exercise of the Options within the time period required by ASX;

• (g) Options may not be exercised if the effect of such exercise and subsequent allotment of the New Shares would be to create a holding of less than a marketable parcel of Shares, unless the allottee is already a Shareholder at the time of exercise;

• (h) there are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new entitlement issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue;

• (i) in the event of any reconstruction, including a consolidation, subdivision, reduction or return of the issued capital of the Company prior to the Expiry Date, the number of Options to which each holder is entitled or the Exercise Price of the Options or both will be reconstructed as appropriate in a manner which is in accordance with the ASX Listing Rules and will not result in any benefits being conferred on Optionholders which are not conferred on Shareholders, subject to such provision with respect to the rounding of entitlements as may be sanctioned by the meeting of Shareholders approving the reconstruction of capital but in all other respects the terms of exercise of the Options will remain unchanged. The rights of an Optionholder may be changed to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction; and

• (j) any New Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 14 days after the receipt of a proper notice and payment of the Exercise Price in respect of the Option exercised.

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Notice of Extraordinary General Meeting Hastings Technology Metals Limited (ACN 122 911 399)

Proxy Form

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