HAWTHORN RESOURCES LIMITED — AGM Information 2021

Nov 28, 2021

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ABN 44 009 157 439

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 554 474 ASX Code: HAW Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au

25 November 2021

Dear Shareholder

The Board of Directors (‘the Board’) of Hawthorn Resources Limited is pleased to provide you with details in relation to the 2021 Annual General Meeting (‘AGM’ or ‘the Meeting’) of Shareholders to be held on Thursday 23 December 2021 at 2.00 p.m. (Melbourne time) and which will be held as a virtual meeting.

As was the case in 2020 and in line with temporary amendments to the AGM requirements in Australia and current regulatory guidance, the meeting this year will be held entirely by technology given the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic. There will not be a physical venue for shareholders to attend.

Additionally, the Determination issued by the Federal Treasurer permits a Notice of Meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. Accordingly, this year the Notice of Meeting will not be mailed to shareholders . Instead, it is available for you to view and download at the company’s website at - http://www.hawthornresources.com/investor centre.aspx

Please note that a personalized Proxy form accompanies this letter and, for shareholders who do not have electronic access to the meeting, details of the business of the meeting are set out in Annexure A as attached hereto.

Your participation in the Meeting is important and all shareholders and proxy holders are encouraged where possible to participate in the AGM virtually via the online platform at https://agmlive.link/HAW20

To do this you will need a desktop or mobile/tablet device with internet access, and you will need to provide your details (including Shareholder Reference Number (SRN) or Holder Identification Number (HIN) to be verified as a security holder or proxy holder.

The online platform will allow you to fully participate in the proceedings and vote in real-time.

We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the AGM using the instructions provided in the Notice of Meeting and in the Virtual Annual General Meeting Online Guide, which can be accessed online

• http://www.hawthornresources.com/investor centre.aspx

Yours faithfully

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Mark G Kerr Managing Director Hawthorn Resources Limited

Annexure A:

Hawthorn Resources Limited

2021 Annual General Meeting to be held as a virtual meeting of members on 23 December 2021 starting at 2.00 p.m.

Business of the meeting:

ORDINARY BUSINESS

1 Financial Statements and Reports

To receive and consider the Consolidated Financial Report and the Reports of the Directors and of the Auditor for the financial year ended 30 June 2020 which are contained in the 2021 Annual Report.

2 Election of Directors -- To consider and, if thought fit, pass the following resolutions:

Resolution no. 1 – Mr Brian F Thornton

“That Mr Brian F Thornton, a Director appointed during the current financial year and retiring in accordance with Clause 62 of the Constitution of the Company and the Listing Rules of ASX Limited, being eligible and having offered himself for election, is elected as a Director of the Company”.

Resolution no. 2 - Mr Li, Yi Jie

“That Mr Li, Yi Jie, a Director retiring in accordance with Clause 63 of the Constitution of the Company and the Listing Rules of ASX Limited, being eligible and having offered himself for reappointment, is re-appointed as a Director of the Company”.

3 Adoption of Remuneration Report

Resolution no. 3 - To consider and, if thought fit, pass the following resolution:

“That the Remuneration Report for the year ended 30 June 2021 as disclosed in the Directors’ Report be adopted”.

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

SPECIAL BUSINESS

4 Appointment of Auditor

Resolution no. 4 – To consider and if thought fit, to pass the following resolution:

“That BDO Audit Pty Ltd having consented in writing, be appointed as the Auditor of Hawthorn Resources Limited and its controlled entities”.

Dated: 25 November 2021

BY ORDER OF THE BOARD

Mourice Reginald Garbutt, FGIA, FCIS Company Secretary

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Hawthorn Resources Limited

ABN 44 009 157 439

Notice of 2021 Annual General Meeting and Explanatory Memorandum

The Annual General Meeting is to be held on Thursday 23 December 2021 at 2.00 p.m.

Important Notice

Shareholders who opted in writing to receive a printed Annual Report will have received it. All shareholders can view the Annual Report either by visiting the Company’s website at: www.hawthornresources.com OR by visiting the Company’s webpage on the ASX website under the ASX Security Code “HAW”

THIS IS AN IMPORTANT DOCUMENT

If you are in doubt as to the action you should take, please consult with your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately

In response to the global COVID-19 pandemic and government restrictions on physical gatherings, the AGM will be held as a virtual meeting (online only). There will be no physical meeting where Shareholders and proxies can attend in person. A virtual general meeting is also permitted by amendments made under section 5 of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 issued by the Commonwealth Treasurer dated 5 May 2020.

IMPORTANT NOTICE

(a) General

You should read this Notice of Annual General Meeting and accompanying Explanatory Statement in its entirety before making a decision on how to vote on the Resolutions set out in the Notice. The Notice is contained on page 4 and the Explanatory Statement on page 10 and the proxy form for this AGM accompanies this Booklet.

(b) Defined Terms

Capitalised terms in this Booklet are defined either in the Glossary or where the relevant term is first used.

(c) Purposes of the Explanatory Statement

The purposes of the Explanatory Statement which forms part of the Notice of Annual General Meeting are to:

• (a) explain the terms and effect of each Resolution to Shareholders;

• (b) explain the manner in which each Resolution is to be considered and, if approved, implemented; and

• (c) provide such information as is prescribed by the Corporations Act, Corporations Regulations and ASX Listing Rules or as is otherwise material to the decision of Shareholders about how to vote on the Resolutions.

(d) Investment Decisions

This document does not take into account the investment objectives, financial situation or particular needs of any Shareholder or any other person. This document should not be relied on as the sole basis for any investment decision in relation to Shares. Shareholders should consider obtaining independent advice before making any decision in relation to the Resolutions. The Company is not licensed to provide financial product advice in relation to its Shares or any other financial products.

(e) Forward Looking Statements

Certain statements in this document relate to the future. Such statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from expected future results, performance or achievements expressed or implied by such statements. Such risks, uncertainties and other important factors include among other things, general economic conditions, specific market conditions, exchange rates, interest rates and regulatory changes. These statements reflect the expectations of relevant parties only as of the date of this Booklet.

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(f) Glossary - In this document, including in the Notice:

AGM means the annual general meeting of Hawthorn Shareholders, notice of which is given in the Notice.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in Division 2 of Part 1.2 of the Corporations Act as if section 12(1) of that Act included a reference to this document and the Company was the designated body.

ASX means ASX Limited ACN 008 624 691 or the financial market known as the Australian Securities Exchange that it operates, as the context requires.

ATO means the Australian Taxation Office.

Auditor means the Company's auditor, BDO Audit Pty Ltd.

Board means the board of Directors of the Company.

Booklet means this Booklet, comprising the Notice of Annual General Meeting and the Explanatory Statement.

Business Day has the meaning given in the Listing Rules.

Company or Hawthorn means Hawthorn Resources Limited ACN 009 157 439.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a director of the Company.

Eligible Shareholder means a Shareholder registered as such on the Record Date.

Employee Share and Option Plan or Plan means the Company’s Employee Share and Option Plan.

Explanatory Statement means the explanatory statement contained in this Booklet in relation to the Resolutions to be considered at the AGM and which accompanies and forms part of the Notice.

Independent Director means Dr D S Tyrwhitt.

Listing Rules means the Listing Rules of ASX.

Non-Executive Director means a Director other than Mr Mark G Kerr.

Notice means the notice of AGM contained in this Booklet.

NPAT means net profit after tax.

Ordinary Share or Share means a fully paid ordinary share in Hawthorn.

Ordinary Shareholder or Shareholder means a holder of at least one Ordinary Share.

Participant means a participant for the time being in the Plan.

Performance Right means an entitlement of a Participant to receive an Ordinary Share, subject to the satisfaction of applicable vesting conditions and performance hurdles.

Register of Members means the register of members of the Company.

Relevant Interest has the meaning given to that term in the Corporations Act.

Resolutions means the resolutions set out in the Notice.

Share Registry means the share registry engaged by the Company to maintain the Register of Members, being Link Market Services Limited.

Voting Entitlement Time means 7.00 p.m. Melbourne time on 21 December 2021.

Voting Exclusion Statement means a statement set out in the Notice in this Booklet under the heading ‘Voting Exclusion Statement’.

A reference to dollars , $ , AUD , cents, A$ or $A is to the lawful currency of Australia.

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ABN 44 009 157 439

Hawthorn Resources Limited

Notice of Annual General Meeting

Notice is given that the 2021 Annual General Meeting ( AGM or Meeting ) of Hawthorn Resources Limited ( Company ) will be held on:

Date: Thursday 23 December 2021 Time: 2.00 p.m.

In response to the global COVID-19 pandemic and government restrictions on physical gatherings, the AGM will be held as a virtual meeting (online only). There will be no physical meeting where Shareholders and proxies can attend in person. A virtual general meeting is also permitted by amendments made under section 5 of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 issued by the Commonwealth Treasurer dated 5 May 2020 and extended 31 July 2020.

ORDINARY BUSINESS

1 Financial Statements and Reports

To receive and consider the Consolidated Financial Report and the Reports of the Directors and of the Auditor for the financial year ended 30 June 2021 which are contained in the 2021 Annual Report.

2 Election of Directors

To consider and, if thought fit, pass the following resolutions:

Resolution no. 1 – Mr Brian F Thornton

“That Mr Brian F Thornton, a Director appointed during the current financial year and retiring in accordance with Clause 62 of the Constitution of the Company and the Listing Rules of ASX Limited, being eligible and having offered himself for election, is elected as a Director of the Company”.

Resolution no. 2 - Mr Li, Yi Jie

“That Mr Li, Yi Jie, a Director retiring in accordance with Clause 63 of the Constitution of the Company and the Listing Rules of ASX Limited, being eligible and having offered himself for reappointment, is re-appointed as a Director of the Company”.

3 Adoption of Remuneration Report

Resolution no. 3

To consider and, if thought fit, pass the following resolution

“That the Remuneration Report for the year ended 30 June 2021 as disclosed in the Directors’ Report be adopted”.

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

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4 Appointment of Auditor

Resolution no. 4

To consider and, if thought fit, pass the following resolution

“That BDO Audit Pty Ltd having consented in writing, be appointed as the Auditor of Hawthorn Resources Limited and its controlled entities”.

Dated: 25 November 2021

BY ORDER OF THE BOARD

Mourice Reginald Garbutt, FGIA, FCIS Company Secretary

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NOTES:

1 Voting Entitlements

The Board of Directors of the Company, pursuant to Section 1074E(2)(g) of the Corporations Act 2001, Regulation 7.11.37 of the Corporations Regulations 2001 and ASX Settlement Operating Rule 5.6.1, and as the convenor of the meeting, has determined that the Shareholding of each Shareholder for the purpose of ascertaining voting entitlements for the AGM will be as it appears on the Register of Shareholders at 7.00 p.m. Melbourne time on 21 December 2021.

2 Voting in person

Shareholders wishing to vote in person or their attorneys or, in the case of a Shareholder or proxy which is a corporation, corporate representatives, should participate in the virtual AGM by logging in online at: htps://meetings.linkgroup.com/HAW21

Shareholders, their attorneys or in the case of Shareholders or proxies which are corporations, corporate representatives, who plan to participate in the virtual AGM should log in online 15 minutes prior to the time designated for the commencement of the AGM, if possible, to register and to obtain a Voting Card.

Voting by attorney

If a Shareholder executes or proposes to execute a document, or do any act, by or through an attorney which is relevant to that Shareholder's Shareholding in the Company, that Shareholder must deliver the instrument appointing the attorney to the Share Registry for notation.

Shareholders wishing to vote by attorney at the AGM must, if they have not already presented an appropriate power of attorney to the Company for notation, deliver to the Share Registry the original instrument appointing the attorney or a certified copy of it by 2.00 pm on 21 December 2021.

Any power of attorney granted by a Shareholder will, as between the Company and that Shareholder, continue in force and may be acted on, unless express notice in writing of its revocation or the death of the relevant Shareholder is lodged with the Company.

Corporate Shareholders and Proxies

Corporate shareholders and proxies wishing to appoint a representative to attend and vote at the meeting on their behalf must provide the representative with:

(a) a properly executed letter or certificate authorising the person to act as the corporate shareholder's or proxy's representative; or

(b) a copy of the resolution of the corporate shareholder or proxy appointing the representative, certified by a secretary or director of the shareholder or proxy.

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Proxies

A member entitled to attend and vote at the AGM is entitled to appoint not more than two proxies. If two proxies are appointed, each proxy may be appointed to represent a specific proportion or number of the member’s voting rights. If no proportions are specified, each proxy may exercise half the available votes. A proxy need not be a member of the Company. A proxy may be an individual or a body corporate.

You may appoint a proxy to vote on your behalf by either:

• completing and returning the proxy form which accompanies this document; or

• • appointing a proxy online via www.linkmarketservices.com.au by following the instructions on that website.

For your proxy appointment to be effective:

• your proxy form must be received by the Share Registry (whether by mail, by fax, or by lodging your proxy form online) by 2.00 p.m. (Melbourne time) on 21 December 2021; or

• if you choose to appoint a proxy online – this appointment must be done by 2.00 p.m. (Melbourne time) on 21 December 2021.

Please note that if you wish to revoke your proxy appointment, you will need to inform the Share Registry of this revocation before the commencement of the AGM. You may do so by contacting the Share Registry on +61 1300 551 627 Monday to Friday between 9.00am and 5.00pm (Melbourne time). Unless your proxy's appointment is revoked, you will not be allowed to vote at the AGM in any other capacity. This means that if you appoint a proxy prior to the AGM but you then decide to attend the AGM yourself, your proxy retains the ability to vote, not you.

Proxies participating in the virtual AGM will receive an email from the Share Registry prior to the AGM containing details of their Proxy Number which them will need to use for the online registration process. Proxies are asked to log in online 15 minutes prior to the time designated for the commencement of the AGM. If possible, to register and to obtain a Voting Card.

Explanatory Statement

An explanation of each resolution is included in the accompanying Explanatory Statement. The Explanatory Statement forms part of the notice of meeting.

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4 Guide to participating in the virtual AGM

In order to watch and participate in the virtual AGM, please follow the steps below :

Before you begin

Ensure your browser is compatible. You can easily check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Dafari OS X v10.9 "Mavericks" & OS X v10.10 "Yosemite" and after

• Internet Explorer 9 and up (please note Internet Explorer 8 is not supported).

The AGM is viewable from desktop and laptop computers. To attend and vote at the AGM you must have your Shareholder number and postcode. If you are an appointed proxy you will need your proxy number which will be provided to you by the Share Registry via email prior to the AGM. Please make sure you have this information before proceeding.

Step 1

Open your web browser and go to the following link:

htps://meetings.linkgroup.com/HAW21

Step 2

You will need to log into the portal using your full name, email address, and company name (if applicable). Please read and accept the terms and conditions before clicking on the blue 'Register and Watch AGM' . Once you have logged in you will see the presentation slides that will be addressed during the AGM.

Note, after you have logged in you should keep your browser open for the duration of the AGM. If you close your browser, your session will expire. If you attempt to log in again, you will be sent a recovery link by email for security purposes.

Note : Registration for the AGM opens 30 minutes before the AGM is scheduled to begin.

Navigating

At the bottom of the webpage under the presentation there are three boxes. Refer to each section below for operating instructions:

• Get a voting card

• Ask a question

• Downloads

Get a voting card

To get a voting card – click on the 'Get a voting card' box at the top of the webpage or below the video. This will bring up a box which looks this;

If you are an individual or joint Shareholder you will need to register and provide validation by entering your details in the top section:

• ASX registered holders : Shareholder number and postcode

• Proxy holders : If you are appointed proxy, please enter the Proxy Number previously sent to you by email by the Share Registry in the PROXY DETAILS section. Once you have entered your appropriate details, click the blue ' SUBMIT DETAILS AND VOTE ' button.

Once you have registered, your voting card will appear with the relevant resolution to be voted on by Shareholders at the AGM. Shareholders and proxies can either submit a Full Vote or a Partial Vote. You can move between the two tabs by clicking on ' Full Vote ' or ' Partial Vote ' at the top of the voting card.

Full Votes

To submit a full vote on a resolution ensure that you are in the ' Full Vote ' tab. Place your vote by clicking on the ' For ', ' Against ' or ' Abstain ' voting buttons.

Partial Votes

To submit a partial vote on a resolution, ensure that you are in the ' Partial Vote ' tab. You can enter the number of votes you would like to vote on the resolution. The total amount of votes you are entitled to vote for will be listed under the resolution. When you enter the number of votes that you are entitled to vote for will be listed under the resolution. When you enter the number of votes in a certain box it will automatically tally how many votes you have left.

Note : If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as "No Instruction" and therefore will not be counted.

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Once you have finished voting on the resolution, scroll down to the bottom of the box and click the blue 'Cast Vote' or 'Cast Partial Vote' button.

Note : You are able to close your Voting Card during the AGM without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up your Voting Card. The Voting Card will appear on the bottom left corner of the webpage. The message 'Not yet submitted' will appear at the bottom of the page. You can edit your Voting Care at any point while voting is open by clicking on 'Edit Card'. This will reopen the Voting Card with any previous votes made. If at any time you have submitted your Voting Card and wish to make a change while voting is still open you can do so by clicking the 'Edit Card' button and making the required change. Once you have completed your Voting Card select the blue 'Cast Vote' or 'Cast Partial Vote' button. The Voting Card remains editable until the voting process is closed. Once voting has been closed, all Voting Cards, submitted and unsubmitted, will automatically be submitted and cannot be changed.

Immediately prior to the conclusion of the voting process, a red bar with a countdown timer will appear at the top of the Slide windows noting the remaining voting time available to Shareholders. Please make any changes required to your Voting Cards at this point and submit your Voting Cards. If an additional resolution is proposed during the AGM, there will be a short delay while the resolution is added to the Voting Card. Once the resolution has been added, you will be notified by the Chair during the AGM. In order to vote on the additional resolution, you will need to reopen your Voting Card to cast your vote by clicking the ' Edit Card ' button.

How to ask a question

A reasonable opportunity will be given to Shareholders and proxyholders to ask questions about or make comments on the management of the Company at the AGM.

Note : Only Shareholders are eligible to ask questions.

You will only be able to ask a question after you have registered to vote. If you would like to ask a question, click on the ' Ask a Question ' box either at the top or the bottom of the webpage.

The ' Ask a Question ' box will then pop up with two sections for completion.

In the ' Regarding ' section, click on the drop-down arrow and select the resolution.

After you have selected the resolution category, click in the ' Question ' section and type your question. When you are ready to submit your question, click the ' Submit Question ' button. This will send the question to the Management / Board of the Company. Note that not all questions are guaranteed to be answered during the AGM, but we will do our best to answer your question.

Once you have asked a question, a ' View Questions ' box will appear. At any point you can click on ' View Questions ' and see all the questions you have submitted. All Shareholders will be able to view the response to the questions you have asked.

Note : You can submit your questions by this method from 30 minutes before the AGM begins, if you have registered to vote. You may continue to submit questions up until the close of the AGM. If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another questions.

Documents

If you would like to refer to the notice of AGM or Explanatory Statement at any stage during the AGM, you can do so by clicking the ' Downloads ' link and then clicking the 'Notice of Meeting' link.

When you click on these links the file will open in another tab in your browser.

Closing of voting process

You will be notified prior to the closing of the voting process.

Prior to the conclusion of the voting process, a red bar with a countdown timer will appear at the top of the Slide screens noting the remaining voting time. if you have not yet submitted your vote at this point, you will be required to do so now.

Once the timer reaches zero, any votes you have placed will automatically be submitted.

5 Remuneration Report

At the 2020 AGM of the Company shareholders resolved to adopt the Remuneration Report. Of the votes cast at the 2020 AGM on the resolution, less than 25% of the votes cast were against adoption of the report. As such, a “first strike” was not recorded.

6 Voting Exclusion and Restriction Statements

There are no voting exclusions in relation to – Election of Directors (resolutions no’s 1 and 2).

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Voting exclusions apply in relation to voting on the Remuneration Report (resolution no. 3).

The Company will disregard all votes cast on the resolution to adopt the Remuneration Report by or on behalf of:

(a) a member of the Company's key management personnel, details of whose remuneration are included in the Remuneration Report ( KMP ); and

(b) a closely related party of a KMP, whether the votes are cast as a shareholder, proxy or in any other capacity. However, the Company will not disregard a vote cast on the resolution by a KMP or a closely related party of a KMP if: (a) the vote is cast as a proxy; (b) the proxy: (i) is appointed by writing that specifies how the proxy is to vote on the resolution; or (ii) is the chair of the meeting and the appointment of the chair as proxy; and (A) does not specify the way the proxy is to vote on the resolution; and (B) expressly authorises the chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the Company; and (c) the vote is not cast on behalf of a member of the key management personnel of the Company or a closely related party of such a member. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. Members of key management personnel include directors (both executive and nonexecutive) and certain senior executives. A closely related party of a member of key management personnel is defined as: (a) a company the member controls; (b) the member's spouse, child or dependant or a child or dependant of the member's spouse; or (c) anyone else who is one of the member's family and may be expected to influence or be influenced by, the member in the member's dealings with the Company.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company must disregard.

7 Undirected Proxies

The chairman of the Company or if the chairman is not present at the meeting or unable or unwilling to act, will chair the meeting.

The chairman of the meeting will vote all available undirected proxies in favour of all resolutions put to the.

The Company recommends that shareholders who submit proxies should consider giving 'how to vote' directions to their proxyholder on each resolution. 8 Voting – General Comment

Each resolution will be moved, and then will be open to the meeting for discussion.

Following the completion of discussions the Chairman will inform the meeting of the details of the valid proxy voting received by the Company. The resolutions will then be put to the vote.

Voting at the AGM will be conducted by poll.

9 Questions and Comments by Members and Proxyholders at the AGM

Similarly, a reasonable opportunity will be given to shareholders and proxyholders to ask the Company’s external Auditor, BDO, questions relevant to:

(a) the conduct of the audit; (b) the preparation and content of the Auditors’ Report; (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and (d) the independence of the Auditor in relation to the conduct of the audit. Shareholders may also submit a written question to BDO via the Company, no later than 5 business days before the meeting, if the question is relevant to the content of BDO Audit Report or the conduct of its audit of the Company’s Financial Report for the year ended 30 June 2021.

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Relevant written questions for BDO must be received no later than 5.00 p.m. (Melbourne time) on 16 December 2021. A list of those relevant written questions will be made available to shareholders attending the AGM. BDO will either answer the questions at the meeting or table written answers to them at the AGM. If written answers are tabled at the meeting, they will be made available to shareholders as soon as practicable after the AGM.

Please send any written questions for BDO to the Company @ Hawthorn Resources Limited, Level 2, 90 William Street, Melbourne 3000, or email to mgarbutt@krcc.com.au by no later than 5.00 p.m. (Melbourne time) on 16 December 2021

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Hawthorn Resources Limited

ABN 44 009 157 439

Explanatory Statement

This Explanatory Statement accompanies and forms part of the Notice of Annual General Meeting dated 25 November 2021

ORDINARY BUSINESS

Item 1 - Receive and Consider the Financial and Other Reports

This item of business is intended to provide members with the opportunity to raise and discuss any matter on the reports themselves and on the performance of the Company generally.

Item 2 - Election of Directors (Resolution 1 and 2)

Details of the Directors seeking election and all other Directors are contained in the 2021 Annual Report.

Resolution 1

Election of Mr Brian F Thornton

Information about Mr Thornton

Mr Brian F Thornton

Non-Executive Director

Appointed by Director Resolution 17 June 2021

Mr Thornton has had a long association with the minerals and exploration industry in Australia and internationally, both at executive and advisory levels. He is the former Executive Chairman of Xanadu Mines Limited (ASX: XAM), which he founded in 2004 and in which he remains a significant investor.

Mr Thornton is a graduate in Economics from the Australian National University and a Fellow of the Financial Services Institute of Australia (FINSIA) and, currently, is the Honorary Consul of Mongolia in New South Wales.

Mr Thornton directly holds 5,761,879 ordinary fully paid voting shares in Hawthorn Resources Limited.

Mr Thornton has direct involvement in Hawthorn’s Trouser Legs Joint Venture and the Trouser Legs Mining Joint Venture - Anglo-Saxon project through GEL Resources Pty Ltd in which he is sole director and beneficial owner. GEL Resources Pty Ltd a 30 per cent participant in the Trouser Legs Joint Venture and the Trouser Legs Mining Joint Venture.

Other Directorships

Prior to his appointment to the Board of Directors of Hawthorn Resources Limited, Mr Thornton has during the past three years held no directorships in listed entities. Directors’ Recommendation

The Board of Directors (with the exception of the relevant director) unanimously recommends that members vote in favour of the election of Mr Thornton as a Director of the Company.

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Resolution 2

Re-Election of Mr Li, Yi Jie as a Director

Information about Mr Li, Yi Jie

Mr Li, Yi Jie

Non-Executive/Independent Director Appointed 30 January 2013, last re-elected 2018 AGM

Mr Li has been a Director of the Company since October 2012 and Chairman of the Company’s Board of Directors since November 2019.

Mr. Li is the Chairman of the Board of Lite Smooth Investment Limited. Mr. Li has been the President of Guangdong Carriton Real Estate Co., Ltd. since 2001, which is focused on real estate development, with has total assets of RMB 5 billion.

Indirect interest in securities (ordinary fully paid shares): through Lite Smooth Investment Limited Mr Li holds a greater than twenty per cent shareholding interest in Feng Hua Mining Investment Holding (Hong Kong) Limited which is the registered holder of 120,788,101 ordinary voting shares in Hawthorn Resources Limited.

Other Directorships

Other than the directorships noted above there have been no other directorships of listed entities held in the past three years.

Directors’ Recommendation

The Board of Directors (with the exception of the relevant director) unanimously recommends that members vote in favour of the re-election of Mr Li as a Director of the Company.

Item 3 - Adoption of the Remuneration Report (Resolution 3)

The Company must put to a vote a resolution to adopt the Remuneration Report as disclosed in the Directors’ Report. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Directors' Report must include a Remuneration Report containing prescribed information about the Board's policy for determining the nature and amount of the remuneration of Directors and other key management personnel. The Remuneration Report must also explain the relationship between the remuneration policy of the Board and the Company's performance. The Remuneration Report of the Company for the year ended 30 June 2021 is set out in of the Directors’ Report as incorporated into the Company's 2021 Annual Report.

The vote on this resolution is advisory only and non-binding. However, if at least 25% of the votes cast on the resolution are voted against the Remuneration Report at the meeting (a “first strike”), then:

• (a) if comments are made on the report at the meeting, the Company's Remuneration Report for the following financial year will be required to include an explanation of the board's proposed action in response or, if no action is proposed, the board's reasons for this; and

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• (b) if at the following year's annual general meeting, at least 25% of the votes cast on the resolution for the adoption of the Remuneration Report for that year are against adoption, the Company will be required to put to shareholders a resolution proposing that a general meeting be called to consider the election of directors of the Company ( Spill Resolution ). If a Spill Resolution is passed, all of the directors (other than the managing director, if any) will cease to hold office at a subsequent general meeting ( Spill Meeting ), unless re-elected at that meeting; such meeting to be held within 90 days of the Annual General Meeting (AGM) that passed the Spill Resolution.

If at the Spill Meeting, the resolutions are all passed against re-electing the relevant directors, the legislation includes a mechanism to ensure the Board continues with the statutory required minimum of 3 directors. After the managing director, the remaining two positions will be filled by the directors whose re-election resolutions at the Spill Meeting received the highest percentage of votes in favour of reelection. If the number of votes is the same for two directors, the Managing Director and any other director whose re-election has been confirmed at this Spill Meeting, can choose who is to become the third director, with such appointment to be confirmed by shareholders at the 2021 AGM.

At the 2020 AGM of the Company shareholders resolved to adopt the Remuneration Report for the year ended 30 June 2020. Of the votes cast at the 2020 AGM on the resolution less than 25% of the votes cast were against adoption of the Report. As such, a “first strike” was not recorded at the 2020 AGM.

The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting. As noted above the Remuneration Report is set out in the Directors’ Report contained in the Company’s 2021 Annual Report.

The report:

• explains the Board’s policies in relation to the nature and level of remuneration paid to directors, secretaries and senior managers within the Hawthorn Resources Limited group;

• discusses the link between the Board’s policies and the Company’s performance;

• provides a detailed summary of performance conditions, explaining why they were chosen and how performance is measured against them;

• identifies the companies that the Company’s performance is measured against for the purpose of its long-term incentive plan;

• sets out remuneration details for each director and for each member of the Company’s senior executive management team; and

• makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including executive directors;

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Directors’ Recommendation

Remuneration Report

The Board unanimously recommends that shareholders vote in favour of Resolution 3. The Chairman has informed the Board that he intends to vote any open and available proxies given to him in favour of Resolution 3.

13

Item 4 – Appointment of Auditor (Resolution 4)

Resolution 4 – Appointment of Auditor

4.1 General

In February 2020 in accordance with Listing Rule 3.16.3, Hawthorn Resources Limited (“the Company”) announced that BDO Audit Pty Ltd (“BDO Audit”) had been appointed as Auditor in accordance with section 327C of the Corporations Act following ASIC’s consent to the resignation of BDO – East Coast Partnership (“BDO ECP”) in accordance with section 329(5) of the Corporations Act .

The change of auditor arose as a result of BDO ECP restructuring its audit practice whereby audits would be conducted by BDO Audit, an authorised audit company, rather than BDO ECP. Following the above appointment, BDO Audit held office until the next Annual General Meeting AGM, being the meeting as was held on 30 October 2020.

Due to an oversight, the Company did not include a resolution for shareholders to formally appoint BDO Audit as the Company’s Auditor at that meeting.

As a result, the Board resolved, in accordance with section 327C of the Corporations Act, to appoint BDO Audit and BDO Audit confirmed in writing its consent to act, as the Company’s auditor effective as from 30 October 2020; the auditor to hold office until the Company’s next AGM in 2021.

There was no interruption to the appointment of BDO Audit as the Company’s auditors.

The Company at the 2021 AGM now seeks Shareholder approval for the appointment of BDO Audit as auditor of the Company and its controlled entities in accordance with section 327B of the Corporations Act .

4.2 Directors’ Recommendation

Based on the information available, including the information contained in this Explanatory Statement, each of the Company’s Directors consider that Resolution 4 is in the best interests of the Company and recommend the Shareholders vote in favour of Resolution 4. Each Director has indicated that they intend to vote the shares they own or control in favour of Resolution 4. The Chair intends to vote all undirected proxies in favour of Resolution 4.

14

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ABN 44 009 157 439

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Hawthorn Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Hawthorn Resources Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy

Name Email

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (AEDT) on Thursday, 23 December 2021 (the Meeting ) and at any postponement or adjournment of the Meeting.

The meeting will be conducted as a virtual meeting and you can participate by logging in: Online at https://meetings.linkgroup.com/HAW21 (refer to details in the Virtual General Meeting Online Guide and Notice of Meeting).

Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

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----- Start of picture text -----

For Against Abstain
1 Election of Mr Brian F Thornton
----- End of picture text -----*

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• 2 Re-Election of Mr Li, Yi Jie as a Director

3 Adoption of Remuneration Report

• 4 Appointment of Auditor

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

HAW PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. If you leave this section blank, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in 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 A SECOND PROXY

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

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (AEDT) on Tuesday, 21 December 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN), Holder Identification Number (HIN) or Employee ID as shown on the front of the Proxy Form).

BY MAIL 

Hawthorn Resources Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* Level 12

680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

To appoint a second proxy you must:

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

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9

• & OS X v10.10 and after

• Internet Explorer 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://meetings.linkgroup.com/HAW21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

• On the left – a live audio webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

• At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

• a) Land line or mobile phone

• b) The name of your holding/s

• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: Conference Call Number: 1800 497 114 International Number: +61 2 9189 1123

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

The moderator will ask you what item of business your question relates to? Let the moderator know if your question relates to General Business or the Resolution number.

You will also be asked if you have any additional questions.

Step 2

You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be greeted by a moderator and asked to provide your PIN. This will verify you as a securityholder and allow you to ask a question.

Step 3

When it is your time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking. Note, if at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you also joined the Meeting online, we ask that you mute your laptop or desktop device while you ask your question.

Step 3

Once the moderator has verified your details you will be placed into a waiting room and will hear music playing.

Step 4

Your line will be muted once your question has been answered.

Note, If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Contact us

Australia T +61 1800 990 363 E info@linkmarketservices.com.au

1487.7 04/21 ISS2