HIGH PEAK ROYALTIES LIMITED — AGM Information 2021

Oct 28, 2021

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29 October 2021

Dear Shareholders,

Re: High Peak Royalties Limited – Notice of Annual General Meeting

High Peak Royalties Limited (ASX: HPR or ‘ the Company ’) advises that an Annual General Meeting (the Meeting ) has been called for 11.00am AEDT on Tuesday 30 November 2021. The meeting is to be held at the Company’s registered office of Suite 305, 35 Lime Street, Sydney, New South Wales.

In accordance with ASIC’s no action position in respect of annual general meetings released on 29 March 2021, the Company will not be sending hard copies of the Notice of Meeting to Shareholders. The Notice of Meeting can be viewed and downloaded from the Company’s website at www.highpeak.com.au.

In light of the COVID-19 pandemic, the Company will adhere to all social distancing measures prescribed by government authorities at the Meeting, and Shareholders attending the Meeting will need to ensure they comply with all protocols. We are concerned for the safety and health of all our shareholders so we have put in place certain protocols and will not allow non-shareholder visitors to attend.

Due to the above limited attendance capacity, the Company encourages all shareholders to vote online at www.investorvote.com.au or by lodging the attached proxy form.

The Company will continue to closely monitor guidance from government authorities for any impact on the proposed Meeting arrangements and advise shareholders by way of announcement on the ASX at www.asx.com.au/hpr. If the situation in relation to COVID-19 changes in a way that affects the ability to conduct an in-person meeting, the Company reserves the right to hold the AGM as an entirely virtual meeting.

The Directors of the Company appreciate your understanding under the current circumstances.

For and on behalf of the Board,

Geoffrey King Interim Chairman

High Peak Royalties Limited (ASX:HPR) – ABN 79 118 065 704 Suite 305 Level 3, 35 Lime Street, Sydney NSW 2000

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ABN 79 118 065 704

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Suite 305, 35 Lime Street, Sydney, New South Wales on Tuesday, 30 November 2021 at 11:00 AM (AEDT).

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (02) 8296 0000.

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HIGH PEAK ROYALTIES LIMITED ABN 79 118 065 704

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of High Peak Royalties Limited (“ High Peak ” or “ Company ”) will be held at Suite 305, 35 Lime Street, Sydney, New South Wales on 30 November 2021 at 11:00 am (AEDT) (“ Meeting ”).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 28 November 2021 at 11:00 am (AEDT).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 6 of the Explanatory Memorandum.

AGENDA

A. Ordinary Business

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2021, which includes the financial report, directors’ report in relation to that year, the declaration of the directors, the Remuneration Report and the auditor’s report in the financial report .

2. Resolution 1 – Adoption of Remuneration Report

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

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

Voting Exclusion : A voting exclusion applies to this Resolution 1. The Company will disregard any votes cast (in any capacity, whether as proxy or as shareholder) by any of the following: (a) Key Management Personnel; (b) Closely Related Parties of Key Management personnel; and (c) As a proxy by a member of Key Management Personnel or a Key Management Personnel’s Closely Related Party.

However, the Company need not disregard a vote if it:

 Cast by a person as proxy appointed in accordance with the directions on the proxy form that specify how the proxy is to vote on Resolution1; and the vote is not cast on behalf of a person described in subparagraph (a), (b) and (c) above; or

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• Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a), (b) and (c) above.

3. Resolution 2 – Re-election of Anthony Wooles

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

“ That Anthony Wooles, being a director of the Company who retires in accordance with Listing Rule 14.5 and Article 11.3 of the Constitution, and being eligible, be reelected as a Director of the Company.”

4. Resolution 3 – Re-election of David Charles Croll

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

“That David Charles Croll, being a director of the Company who was appointed to fill a casual vacancy, in accordance with Listing Rule 14.4 and Article 11.11 of the Constitution, and being eligible, be re-elected as a Director of the Company”.

5. Resolution 4 – Re-election of James Brett Knowles

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

“That James Brett Knowles, being a director of the Company who was appointed to fill a casual vacancy, in accordance with Listing Rule 14.4 and Article 11.11 of the Constitution, and being eligible, be re-elected as a Director of the Company.”

6. Resolution 5 – Approval of Participation of David Charles Croll in Placement

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

“That pursuant to ASX Listing Rule 10.11 and for all other purposes, approval be given to Mr David Charles Croll (or his nominee) to participate in a placement of 1,500,000 Shares at an issue price of $0.04 per Share, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : A voting exclusion applies to this Resolution 5. The Company will disregard any votes cast in favour on this Resolution by or on behalf of Mr David Charles Croll (or their nominees) and any other person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of Shares), or any associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

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

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

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

7. Resolution 6 – Approval of Participation of James Brett Knowles in Placement

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

“That pursuant to ASX Listing Rule 10.11 and for all other purposes, approval be given to Mr James Brett Knowles (or his nominee) to participate in a placement of 500,000 Shares at an issue price of $0.04 per Share, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : A voting exclusion applies to this Resolution 6. The Company will disregard any votes cast in favour on this Resolution by or on behalf of Mr James Brett Knowles (or their nominees) and any other person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of Shares), or any associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

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

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

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

8. Resolution 7 – Approval of Participation of Anthony Wooles in Placement

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

“That pursuant to ASX Listing Rule 10.11 and for all other purposes, approval be given to Mr Anthony Wooles (or his nominee) to participate in a placement of 750,000 Shares at an issue price of $0.04 per Share, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : A voting exclusion applies to this Resolution 7. The Company will disregard any votes cast in favour on this Resolution by or on behalf of Mr Anthony Wooles (or their nominees) and any other person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of Shares) , or any associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

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

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

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

9. Resolution 8 – Ratification of October 2021 Share Issue

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 17,250,000 Shares in the Company to the parties, for the purpose, and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion : A voting exclusion applies to this Resolution 8. The Company will disregard any votes cast in favour of the resolution by or on behalf of any person who participated in the share issue, or any associates of those persons.

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

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

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

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

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

10. Resolution 9 – Approval of Additional 10% Placement Capacity

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purpose, approval is given to allow the Company to issue equity securities up to 10% of the issues capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.”

As at the date of this Notice, the Company is not proposing to make an issue of equity securities under ASX Listing Rule 7.1A.2.

Voting Exclusion : A voting exclusion applies to this Resolution 7. The Company will disregard any votes cast in favour of the resolution by or on behalf of any 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 shares in the Company), or any associates of those persons.

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

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

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

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

11. Resolution 10 – Adoption of New Constitution

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

“That, pursuant to and in accordance with section 136 of the Corporations Act and for all other purposes, the Company adopt the Constitution tabled at the Meeting on the terms and conditions in the Explanatory Memorandum.”

12. Other Business

To transact any other business which may be legally brought before this Annual General Meeting, in accordance with the Company’s Constitution and the Corporations Act 2001 (Cth).

Geoffrey John King

Interim Chairman

High Peak Royalties Limited 29 October 2021

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PROXIES

Please note that:

• (a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint no more than two proxies;

• (b) an instrument appointing a proxy must be in the form of the proxy form attached to this Notice of Annual General Meeting;

• (c) where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If a Shareholder appoints two proxies, neither person may vote on a show of hands and on a poll, each person may only exercise the voting rights for the portion of votes the person holds;

• (d) a proxy may be a Shareholder of the Company;

• (e) a proxy need not be a Shareholder of the Company;

• (f) where a Shareholder appoints 2 proxies, the following rules apply:

• (i) each proxy may exercise half of the Shareholder's voting rights if the appointment does not specify a proportion or number of the Shareholder's voting rights the proxy may exercise;

• (ii) on a show of hands, neither proxy may vote; and

• (iii) on a poll, each proxy may only exercise the voting rights the proxy represents;

• (g) a proxy has the authority to vote on the Shareholder's behalf as he or she thinks fit, on any motion to adjourn the Annual General Meeting, or any other procedural motion, unless the Shareholder gives a direction to the contrary;

• (h) a valid proxy form will be deemed to confer authority to demand or join in demanding a poll;

• (i) to be valid, a proxy form must be signed by the Shareholder or the Shareholder's attorney or, if the Shareholder is a corporation, executed in accordance with the corporation's constitution and the Corporations Act (and may be signed on behalf of the corporation by its attorney); and

• (j) to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be received by no later than 11:00am (AEDT) on 28 November 2021:

by Computershare Investor Services Pty Limited

• by mail Computershare Investor Services Pty Limited GPO Box 242, Melbourne, VIC 3001 AUSTRALIA or - by facsimile: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 or - by email: hpr@taccountants.com.au

The Chair intends to vote all undirected proxies in favour of each of the relevant Resolutions

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HIGH PEAK ROYALTIES LIMITED

A B N 79 118 065 704

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Suite 305, 35 Lime Street, Sydney, New South Wales on 30 November 2021 at 11:00 am (AEDT).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2: Action to be taken by Shareholders Section 3: Financial Report and Reports of the Directors and Auditors

Ordinary Business

Section 4: Resolution 1 – Adoption of Remuneration Report Section 5: Resolution 2 – Re-election of Anthony Wooles Resolution 3 – Re-election of David Charles Croll Resolution 4 – Re-election of James Brett Knowles Section 6: Resolution 5 – Approval of Participation of David Charles Croll in Placement Resolution 6 – Approval of Participation of James Brett Knowles in Placement Resolution 7 – Approval of Participation of Anthony Wooles in Placement Section 7: Resolution 8 – Ratification of October 2021 Share Issue Section 8: Resolution 9 – Approval of Additional 10% Placement Capacity Section 9: Resolution 10 – Adoption of New Constitution Section 10: Definitions

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2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether members of the Company or not) as proxy or proxies to attend in the Shareholder’s place at the Meeting.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

The Company must receive your duly completed Proxy Form by no later than 11:00am (AEDT) on 28 November 2021.

3. Financial Report and Reports of the Directors and Auditors

The Company’s Financial Report for the year ended 30 June 2021 is set out in the Company’s 2021 Annual Report. In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Financial Report and on the business and management of the Company.

During the discussion of this item, the Company’s auditor will be present and will answer qualifying questions.

Written questions for the auditor

If you would like to submit a written question to the Company’s auditor, please post your question to the Company Secretary or fax it to +61 2 9279 1234. Written questions must relate to the content of the auditor’s report to be considered at the Annual General Meeting or the conduct of the audit. A list of qualifying questions will be made available at the Annual General Meeting.

Please note that all questions must be received at least five Business Days before the Annual General Meeting, that is by no later than 11:00am (AEDT) on 25 November 2021 .

4. Resolution 1 – Adoption of Remuneration Report

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for

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the financial year ending 30 June 2021 which is also available on the ASX market announcement platform.

A reasonable opportunity will be provided for questions and discussion about the remuneration report at the Annual General Meeting.

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene an extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All the Directors who were in office when the Company's 2021 Directors' report was approved, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

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

At the Company’s 2020 annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Directors Recommendation

The Directors unanimously recommend that the shareholders vote in favour of adopting the Remuneration Report. The Chairperson intends to vote all undirected proxies in favour of Resolution 1.

Voting Exclusion Statement

A Voting Exclusion Statement applies to this Resolution 1 relating to Key Management Personnel identified in the 2021 Annual Report and their Closely Related Parties as these terms are defined in the Corporations Act.

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

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2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

5. Re-election of Directors

Resolutions 2, 3 and 4: Ordinary Resolutions to Re-elect Anthony Wooles, David Charles Croll and James Brett Knowles

ASX Listing Rule 14.5 and Article 11.3 of the Company Constitution requires that at least one director must stand for election or re-election at each Annual General Meeting, and further that no director can hold office without re-election for more than three years or their third Annual General Meeting.

Similarly, ASX Listing Rule 14.4 and Article 11.11 of the Company Constitution requires that any Director appointed to fill a casual vacancy be re-electing at the next Annual General Meeting. The re-election of a Director under Article 11.11 is not to be taken into account in determining the Directors who are to retire by rotation at that meeting. Accordingly, both Messrs David Charles Croll and James Brett Knowles are required to seek re-election at this Annual General Meeting.

Shareholders are referred to the Annual Report on pages 2 - 3, where details of Messrs Wooles, Croll and Knowles’ qualifications and experience may be obtained.

Directors Recommendation

In respect of Mr Wooles’s re-election, the Directors (other than Mr Wooles) recommend Shareholders vote in favour of Resolution 2. In respect of Mr Croll’s reelection, the Directors (other than Mr Croll) recommend Shareholders vote in favour of Resolution 3. In respect of Mr Knowles’ re-election, the Directors (other than Mr Knowles) recommend Shareholders vote in favour of Resolution 4. The Chairperson of the Meeting intends to vote all undirected proxies in favour of Resolutions 2, 3 and 4.

6. Approval of Participation of Directors in Placement

Resolutions 5, 6 and 7: Ordinary Resolutions to Approve the Participation of David Charles Croll, James Brett Knowles and Anthony Wooles in Placement.

On 5 October 2021, the Company announced a placement to raise $800,000 (before cost) at $0.04 per Share. $690,000 of which were subscribed by sophisticated and professional investors for the issue of 17,250,000 new fully paid ordinary shares. The remaining $110,000, totalling 2,750,00 shares at the same issue price of $0.04, are undertaken by the non-executive Directors David Charles Croll, James Brett Knowles and Anthony Wooles. The written undertaking from Messrs Croll, Knowles and Wooles to participate in the placement is subject to Shareholder approval pursuant to Resolutions 5, 6 and 7.

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 10.11 to approve the participation of Mr David Charles Croll (or his nominee) in the placement of 1,500,000 Share at an issue price of $0.04.

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Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 10.11 to approve the participation of Mr James Brett Knowles (or his nominee) in the placement of 500,000 Share at an issue price of $0.04.

Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 10.11 to approve the participation of Mr Anthony Wooles (or his nominee) in the placement of 750,000 Share at an issue price of $0.04.

ASX Listing Rule 10.11

Listing Rule 10.11.1 provides that a company must not issue equity securities to a Related Party without the approval of shareholders. Messrs Croll, Knowles and Wooles are related party by virtue of being a Director as set out in Listing Rule 10.11.1. Pursuant to Listing Rule 7.2 exception 14, where approval under Listing Rule 10.11 is obtained, approval is not required under Listing Rule 7.1 and the issue of securities will not be included in the Company’s 15% limit.

If any of Resolutions 5, 6 and 7 are passed by Shareholders, Messrs Croll, Knowles, and Wooles (or their respective nominees) will be able to participate in the placements – collectively up to 2,750,000 Shares at $0.04 per Share being up to$110,000. Funds received from any such placement will be applied towards working capital.

If any of Resolutions 5, 6 and 7 are not passed by Shareholders, Messrs Croll, Knowles, and Wooles (or their respective nominees) will not be able to participate in the placements – collectively up to 2,750,000 Shares at $0.04 per Share being up to $110,000. The Company may consider sourcing alternate funding where any of Resolutions 5, 6 or 7 are not passed. The Company notes that these resolutions are not interdependent in that any of Resolutions 5, 6 and 7 can be passed without all three resolutions passing.

Resolutions 5, 6 and 7

In accordance with Listing Rule 10.13 the following information is provided in relation to Resolutions 5, 6, and 7:

• (a) Messrs David Charles Croll, James Brett Knowles and Anthony Wooles are related parties for the purpose of Listing Rule 10.11.1, by virtue of being Directors of the Company;

• (b) The maximum number of Shares to be issued is 2,750,000 fully paid ordinary shares, being 1,500,000 Share to Mr Croll, 500,000 Shares to Mr Knowles, and 750,000 Shares to Mr Wooles;

• (c) The issue price will be $0.04 per Share;

• (d) The Shares will rank equally in all respects with the existing Shares on issue;

• (e) The Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modifications of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same day;

• (f) The funds raised from the placement will be applied towards working capital; and

• (g) A voting exclusion applies to each of Resolutions 5, 6 and 7. Please refer to the specific resolution for their voting exclusion statement.

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Directors Recommendation

The Directors (other than Mr David Charles Croll who has an interest in Resolution 5) recommend that the Shareholders vote in favour of Resolution 5. The Directors (other than Mr James Brett Knowles who has an interest in Resolution 6) recommend that the Shareholders vote in favour of Resolution 6. The Directors (other than Mr Anthony Wooles who has an interest in Resolution 7) recommend that the Shareholders vote in favour of Resolution 7.

7. Resolution 8 – Ratification of October 2021 Share Issue

On 5 October 2021, the Company announced a placement to raise $800,000 (before cost) at $0.04 per Share. $690,000 of which were subscribed by sophisticated and professional investors for the issue of 17,250,000 new fully paid ordinary shares.

Resolution 8 seek to ratify prior issues of securities by the Company (17,250,000 Shares) where the securities were issued without shareholder approval under the Company’s capacity to issue securities which amount to no more than 15% of the Company’s issued capital in any 12-month period per ASX Listing Rule 7.1. The effect of the ratification proposed by Resolution 8 is to provide subsequent approval for those issues of securities under ASX Listing Rule 7.4 which ‘refreshes’ the Company’s 15% placement capacity.

ASX Listing Rule 7.1 provides that without the approval of holders of ordinary secuirtiies, a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of secuirtiies (and provided that the previous issue did not breach ASX Listing Rule 7.1) the issue will be treated as having been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

The Company seeks this approval to allow the Company to have the flexibility to issue further securities in the Company should the need arise such as for the Company to undertake an acquisition using it securities as consideration, to conduct a capital raising, or for other purposes.

In the event that Resolution 8 is not passed, the Company will not have ‘refreshed’ its capacity to issue securities pursuant to ASX Listing Rule 7.4 and accordingly these securities will continue to ‘take up’ part of the total 15% ASX Listing Rule 7.1 capacity.

Where Resolution 8 is passed, the Company will have ‘refreshed’ its capacity to issue securities pursuant to ASX Listing Rule 7.4, and accordingly these securities will not continue to ‘take up’ part of the total 15% ASX Listing Rule 7.1 capacity. The Company will have the full 15% ASX Listing Rule 7.1 capacity. The Company notes that it is not presently expecting to be issuing quoted securities under this capacity at this time.

The Company provides the following information with respect to Resolution 8 pursuant to ASX Listing Rule 7.5:

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Number of Securities	17,250,000 Fully Paid Ordinary Shares
Price	$0.04 per share
Terms of Securities	Fully Paid Ordinary Shares that rank equally with all existing Shares on issue
Date of Issue	04 October 2021
Persons Issued To	Sophisticated and professional investors, primarily being clients of the Lead Manager Euroz Hartleys.
Purpose of Issue/ Use of Funds	The funds raised will be applied towards working capital.
Voting Exclusion	A voting exclusion statement applies to this Resolution.

8. Resolution 9 – Approval of Additional 10% Placement Capacity

Resolution 9 is a special resolution for the approval of an additional 10% placement capacity for the Company to issue securities without shareholder approval pursuant to ASX Listing Rule 7.1A. This provides the Company with a higher level of flexibility to undertake capital raisings, to complete acquisitions, or other corporate actions involving the issue of equity securities by the Company.

(a) Regulatory Framework

ASX Listing Rule 7.1 prohibits a listed company from issuing equity securities representing more than 15% of its issued capital in any twelve-month period without obtaining shareholder approval (subject to certain exceptions). However, ASX Listing Rule 7.1A allows a company to seek shareholder approval at an annual general meeting to have the capacity to issue an additional 10% of its equity securities in the same class as an existing quoted class of securities. If approved, the issuance capacity is available for twelve-months following the annual general meeting at which the approval was obtained. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

If Resolution 9 is passed, the Company will be able to utilise both the 10% capacity under ASX Listing Rule 7.1A in addition to the standard 15% capacity available to all entities under ASX Listing Rule 7.1. If Resolution 9 is not passed, the Company will only be able to use the 15% capacity under ASX Listing Rule 7.1.

If Resolution 9 is passed then the Company, within 12-months after shareholder approval, may issue up to an additional 10% of the Company’s issued capital as fully paid ordinary shares calculated in accordance with the formula in ASX Listing Rule 7.1A.2 which is as follows:

(A x D) – E

Where:

A =

the number of fully paid ordinary securities on issue 12 months before the date of issue or date of agreement to issue: (i) plus the number fully paid ordinary securities issued in the last 12 months under an exception in ASX Listing Rule 7.2; (ii) plus the number of partly paid ordinary securities that became fully paid within the last 12 months; (iii) plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under ASX ListingRule 7.1or7.4(this doesnot include an issue of fully paid

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	shares under the equity’s 15% capacity without shareholder approval); (iv) less the number of fully paid ordinary securities cancelled in the 12 months. Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.
D=	10%
E =	the number of equity securities issued or agreed to be issued under rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4; and “relevant period”has the same meaning as in rule 7.1.

(b) Compliance Information

In compliance with ASX Listing Rule 7.3A, the Company provide the following information with respect to Resolution 9:

• (i) The minimum price at which equity securities may be issued under the ASX Listing Rule 7.1A capacity will be calculated in accordance with ASX Listing Rule 7.1A.3 which requires that the issue price be no less than 75% of the volume weighted average price for securities in the same class as the security being issued, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• a. The date on which the price at which the securities are to be issued is agreed; or

• b. If the securities are not issued within 10 trading days of the date in paragraph a, the date on which the securities are issued.

• (ii) Resolution 9 is approved by shareholders and the Company issues equity securities under the 10% Placement Facility, existing shareholders economic and voting power in the Company will be diluted as shown in the table below. There is a risk that:

• a. the market price for the Company’s equity securities may be significantly lower on the date of the issue of the equity securities than on the date of this approval under rule 7.1A; and

• b. the equity securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of the equity securities.

• (iii) If Resolution 9 is approved by shareholders, the approval to issue securities under this capacity per ASX Listing Rule 7.1A will cease upon the earlier of:

• a. The date that is 12 months after the date of the Annual General Meeting at which the approval is gained, being 30 November 2022; or

• b. The date of the approval by shareholders of a transaction under ASX Listing Rule 11.1.2. or 11.2, being a significant change to the nature or scale of the Company’s activities, or the disposal of a main undertaking.

• (iv) The Company may seek to issue securities under this capacity for cash consideration only. As the Company continues to pursue growth opportunities and expand its global footprint, the Company may seek

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to raise capital using this additional capacity. Funds raised may be applied towards working capital, for funding acquisitions or investments, or other opportunities identified by the Directors.

The Company will ensure it remains compliant with its disclosure obligations under ASX Listing Rule 7.1A.4 and 3.10.5A upon the issue of any securities under this capacity.

• (v) The allocation policy of the Company will be dependent upon the prevailing market conditions at the time of any proposed issue of securities under this capacity. The identity of any allottees will be determined on a case-by-case basis having regard to various factors including without limitation:

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

• b. the effect of the issue of the securities on the control of the Company;

• c. the financial situation of the Company; and

• d. advice from corporate, financial and broker advisers (as may be applicable from time to time).

• (vi) As at the date of this Notice, the Company has not identified any allottees proposed to be offered securities under this placement capacity but may include new or existing investors who are not Related Parties or Associates of Related Parties of the Company. In the event that the 10% capacity is utilised for the purpose of conducting an acquisition, the allottees will be the vendors (or their nominees) of the acquisition target. At present, no such acquisition target has been definitively identified by the Company.

• (vii)In the 12 months preceding the date of this Meeting, the Company has not issued or agreed to issue any equity securities under ASX Listing Rule 7.1A.2.

The following table sets out the possible dilution of existing shareholders of the Company on the basis of the market price of the Company’s securities of $0.055 on 20 October 2021 and on the issued capital of the Company at 20 October 2021 as variable “A” per Listing Rule 7.1A.

	Dilution Effect	Dilution Effect	Dilution Effect	Dilution Effect
Variable A Listing Rule 7.1A		50% Decrease in Share Price $0.028	Current Share Price $0.055	100% Increase in Share Price $0.11
Current Variable A 206,206,399	10% Dilution	20,620,640	20,620,640	20,620,640
	Funds Raised	$577,378	$1,134,135	$2,268,270
50% Increase Variable A 309,309,599	10% Dilution	30,930,960	30,930,960	30,930,960
	Funds Raised	$866,067	$1,701,203	$3,402,406
100% Increase Variable A 412,412,798	10% Dilution	41,241,280	41,241,280	41,241,280
	Funds Raised	$1,154,756	$2,268,270	$4,536,541

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The above table makes the following assumptions:

• All securities have been issued under the 10% capacity and the Company has issued the maximum number of equity securities available under the 10% capacity.

• The dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

• The table only shows the effect of issues of securities under ASX Listing Rule 7.1A and does not consider the 15% capacity the Company has under ASX Listing Rule 7.1 nor the Company’s ability to issue securities without shareholder approval under the exceptions in the ASX Listing Rule 7.2.

Directors Recommendation on Resolution 9

The Directors recommend that shareholders vote in favour of Resolutions 9 and the Chairman intends to vote all undirected proxies in favour of these Resolutions.

Resolution 9 seeks approval for an additional 10% placement capacity which can be used for issuing quoted securities for cash consideration and provides further flexibility to the Company should an opportunity arise requiring the issue of new quoted securities. The Company notes that it is not presently expecting to be issuing additional quoted securities under this capacity at this time.

Voting Exclusion Statement

A voting exclusion statement applies to this Resolution. Please refer to the Voting Exclusion Statement under Resolution 9 in the Notice for further information on the exclusions.

9. Resolution 10 – Adoption of New Constitution

Resolution 10 seeks Shareholder approval for the adoption of the New Constitution in accordance with section 136 of the Corporations Act.

The Current Constitution was first adopted in 2006. Since this time, there have been a number of changes to the Listing Rules and Corporations Act. The Board has conducted a review of the Current Constitution and, in view of the changes to the Listing Rules and the Corporations Act and recent developments in corporate governance and current market practice, has resolved that it would be in the best interests of the Company and the Shareholders to replace the Current Constitution with the New Constitution. A copy of the New Constitution will be sent to any Shareholder on request and will also be available for inspection at the office of the Company during normal business hours prior to the Meeting and available for inspection at the Meeting.

If Resolution 10 is passed, the New Constitution will be effective from the close of the Meeting.

Resolution 10 is a special resolution requiring approval of at least 75% of the votes cast in person or by proxy by members entitled to vote on the resolution vote in favour of the New Constitution.

The Chairperson intends to exercise all available proxies in favour of Resolution 10.

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Summary of Constitution

The Directors believe that many of the proposed changes in the New Constitution are administrative or relatively minor in nature and will not have any significant impact on Shareholders. It is not practicable to list all the changes in the New Constitution in detail in this Explanatory Memorandum, however, a summary of the material proposed changes is set out below. Shareholders are invited to contact the Company if they have any queries or concerns.

The Company provide a summary of the material changes in the New Constitution:

Unmarketable Parcels

The Current Constitution does not contemplate the Company’s ability to conduct the sale of unmarketable parcels. Under the ASX Listing Rules, any shareholding values at less than AU$500 is considered to be an unmarketable parcel. The Company appreciate that unmarketable parcels can be difficult or expensive to sell. The unmarketable parcels clause, if exercised, will enable eligible shareholders to sell their Shares without having to use a broker or pay brokerage. The unmarketable parcels share process is consistent with the Corporations Act. Please refer to the New Constitution for more details regarding the unmarketable parcels.

Audio-visual Communication & Virtual Communication Technology

In light of the COVID-19 Pandemic, meetings have been held virtually when physical attendance is not possible. The New Constitution incorporates a mechanism for the Company to hold virtual meetings pursuant to the amendments to the Corporations Act enacted by Treasury Laws Amendment (2021 Measures No.1) Act 2021 . Virtual meetings are applicable to all company meetings (including AGMs), unless not permissible by law or the ASX Listing Rules. The option to hold virtual meetings is a beneficial addition to the New Constitution to enable Members to attend meetings still when they are physically unable to.

Transfer of Securities

The transfers of securities have been updated in the New Constitution to align with the ASX Listing Rules. In particular, it notes that the Company is entitled to charge or recover the transfer-related cost associated with registering a registrable paperbased transfer of Share to the relevant transferring parties.

Restricted Securities

The ASX Listing Rules require specific provisions to be included in the Company constitution for the issue of restricted securities. While the Current Constitution contains a clause regarding restricted securities it is insufficient to meet the Listing Rules requirements. The constitution of a listed entity must include the following provisions, which are also reflected in the New Constitution:

• a holder of restricted securities must not dispose of, or agree to dispose of, the restricted securities during the escrow period for those restricted securities except as permitted by the Listing Rules or the ASX;

• if the restricted securities are in the same class as quoted securities of the Company, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the Company’s issuer sponsored sub-register and are to have a holding lock applied for the duration of the escrow period for those restricted securities;

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• a holder of restricted securities will not be entitled to participate in any return of capital on those restricted securities during the escrow period for those restricted securities except as permitted by the Listing Rules or the ASX; and

• that a holder of restricted securities that breaches a restriction deed or a provision of the entity’s constitution restricting a disposal of those securities will not be entitled to any dividend or distribution, or to exercise any voting rights in respect of those securities for as long as the breach continues.

Direct Voting

A provision for direct voting has been included in the New Constitution to facilitate shareholder engagement by permitting Members to directly vote at general or class meetings without attending those meetings in person or by proxy. The direct voting provision provides Members with the flexibility to control their vote by either posting, faxing or electronically casting their vote directly with the Company. The Directors at this time have not decided to exercise the direct voting provision if this Resolution 10 is passed.

Modernisation of the Company Constitution

The New Constitution has been modernised and drafted to reflect the latest amendments to the Corporations Act and ASX Listing Rules to ensure that the Company is legally compliant. The New Constitution has also been structured in a manner to ensure that Members can easily identify their rights and obligations.

Directors Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 10.

10. Definitions

In this Explanatory Memorandum and Notice:

Annual Report means the directors' report, the Company's financial report, and auditor's report thereon, in respect to the financial year ended 30 June 2021.

ASX means ASX Limited ACN 009 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

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

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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

High Peak and Company mean High Peak Royalties Limited ACN 118 065 704.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Officially Quoted and Official Quotation means, in relation to a Share, officially quoted by the ASX;

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the directors' report section of the Company’s annual financial report for the year ended 30 June 2021.

Resolution means a resolution contained in this Notice.

Share or Shares mean a fully paid ordinary share in the capital of the Company.

Share Issue means the issue of shares in the Company.

Shareholder means a shareholder of the Company.

Trading Day has the meaning given to that term in Listing Rule 19.12.

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

In this Notice, words importing the singular include the plural and vice versa.

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==> picture [175 x 56] intentionally omitted <==

High Peak Royalties Limited ABN 79 118 065 704

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

HPR

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Sunday, 28 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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



I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of High Peak Royalties Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of High Peak Royalties Limited to be held at Suite 305, 35 Lime Street, Sydney, NSW 2000 on Tuesday, 30 November 2021 at 11:00am (AEDT) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
Resolution 1 Adoption of Remuneration Report							Resolution 7 Approval of Participation of Anthony Wooles in Placement
Resolution 2 Re-election of Anthony Wooles
							Resolution 8 Ratification of October 2021 Share Issue
Resolution 3 Re-election of David Charles Croll
							Resolution 9 Approval of Additional 10% Placement Capacity
Resolution 4 Re-election of James Brett Knowles
Resolution 5 Approval of Participation of David Charles Croll in Placement							Resolution 10 Adoption of New Constitution
Resolution 6 Approval of Participation of James Brett Knowles in Placement

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

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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9 9 9 9 9 9 A

H P R

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High Peak Royalties Limited

ABN 79 118 065 704

HPRRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in High Peak Royalties Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

High Peak Royalties Limited

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