HIGHFIELD RESOURCES LIMITED — AGM Information 2018

Apr 19, 2018

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Dear Fellow Shareholder,

As you will see from the enclosed Notice of Annual General Meeting there are a number of resolutions being put to you this year and I wanted to take this opportunity to provide some context and additional information about several of them.

As you know progress in obtaining the environmental permit for our Muga mine project has taken longer than we originally anticipated. Nonetheless, we are confident that the quality of work and the communication channels that we have developed with the various authorities will ultimately yield a positive outcome. The Board and Company have used this additional time industriously – confirming the metallurgy of the Muga deposit, reviewing the technical aspects and specifications of the Muga project as well as laying the foundations of our business systems and processes for the construction phase and operating environment. As part of this, the Board has looked at its size and composition to ensure that it is appropriately structured for Board succession, the development of our projects in Spain and the Company’s progression to a producing environment.

This AGM is one where, with your approval, we seek to amend the Constitution of the Company to achieve these aims as well as provide flexibility for the future.

You will have seen that we have recently announced the appointment of a Spanish national, Isaac Querub, to the Board to fill a casual vacancy. Isaac is one of Spain’s most senior commodities professionals and has a successful track record as a global mining executive and over 35 years’ experience in the sector. Immediately prior to his appointment, he was an in-country advisor to both Highfield and our wholly owned Spanish subsidiary, Geoalcali.

Prior to this he was the CEO of Glencore in Spain for over 14 years representing Glencore in negotiations which resulted in important transactions and acquisitions over more than 20 years. He led Glencore in transactions throughout Africa and Spain as well as representing the Company on the Board of Asturiana del Zinc, a major Spanish zinc producer. More recently he was Chief Executive Officer of EMED, now Atalaya, which operates the former Rio Tinto copper mine located in southern Spain.

In order to continue as a Director, our Constitution requires Isaac to “retire” and seek re-election by shareholders. Shareholder approval is therefore being sought at the AGM for his continuation as a Director and the Board unanimously supports his election.

We are also seeking shareholder approval to appoint two additional Directors - each of whom has extensive experience in developing mining operations as well as marketing bulk mineral products internationally.

The first of these, Brian Jamieson, will be known to many of Highfield’s shareholders. He was on the Board of Oxiana for 10 years and assisted Owen Hegarty in developing that company into a major mining house. Brian has over 40 years’ experience in the advisory, manufacturing, resources and technology industries in Australia and offshore and is well versed in developing exploration-focused companies into producers. He will be of great assistance in steering the Company through its early mining years. Brian has been nominated by EMR to replace Owen Hegarty who has advised us of his intention to retire from the Board as from this AGM. The Board unanimously supports Brian’s election.

Our second proposed additional director, Roger Davey, is a distinguished international mining engineer and an experienced exploration and mining company Director. He is based in the UK and is a fluent Spanish speaker, having been a Director, Vice President and General Manager of Minorco in Argentina for several years. More recently he was Senior Mining Engineer in the project finance team for NM Rothschild Mining and Metals. Roger is experienced in operating in Spain and his knowledge of start-up mines and mining operations together with his international experience will bring substantial capability to the Company and the Board.

At a mutually acceptable time, once the appropriate approvals to develop Muga are in place, my intention is to retire from the Board with Roger assuming the Chair.

Additional biographical information on each of Isaac, Brian and Roger can be found in the accompanying Notice of Annual General Meeting.

All three of these incoming Directors are of exceptional calibre and we are very pleased that they have agreed to join us to realize the potential of Muga. Their commitment to the project will add considerable value to the Company. As well as forging a more prominent Spanish presence they will also enhance the Board’s technical oversight capacity as the Company navigates the construction and commissioning period. Clearly, we still need the relevant environmental and then mining concession and other approvals to commence construction but I feel we can see an end to the process.

In order to be able to make these appointments, we will need to make a change to the Company’s Constitution. Specifically we are seeking to increase the maximum size of the Board from the current constitutional limit of seven Directors up to a maximum of nine. This will provide flexibility for appointments in future years as well as accommodate the planned overlap for Board succession.

To accommodate a higher maximum number of Directors and to provide flexibility for the future, shareholder approval is also being sought for an increase in the maximum aggregate of non-executive directors’ fees. This fee pool has not changed since first being set in 2011. While we do not plan on using all of the additional amount in the near future it will provide for flexibility to appoint additional Directors as and when required and to allow fees to keep pace with market movements.

You will also note that we are seeking approval to change our external auditors. The appointment of PricewaterhouseCoopers (‘PwC”) follows a comprehensive tender process and will provide the Group with international coverage as well as the benefit of PwC’s extensive experience in auditing mining construction projects and operations. I would like to thank our outgoing auditors, HLB Mann Judd (Perth) for their contribution over the last seven years.

Finally I would like to take this opportunity to also thank Owen Hegarty for his significant contribution to the Board over the past four years as we have steered the Company through some challenging times. Owen’s experience and sage advice has been invaluable and I would like to personally thank him for the support that EMR, the Company’s major shareholder, has provided to Highfield over our early development phase and continues to provide.

I, together with my Board colleagues, strongly endorse all of these changes and recommend that shareholders also support them and vote in favour of the resolutions either at the AGM or by lodging a proxy. I look forward to your continued support.

Yours faithfully

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Derek Carter

Board Chairman Highfield Resources Limited

HIGHFIELD RESOURCES LIMITED ACN 153 918 257

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

__________

Date of Meeting 24 May 2018

Time of Meeting 11.00 am (Adelaide time)

Place of Meeting Mayfair Hotel 45 King William Street Adelaide SA 5000

NOTICE OF ANNUAL GENERAL MEETING

HIGHFIELD RESOURCES LIMITED ACN 153 918 257

Notice is hereby given that the Annual General Meeting of shareholders of Highfield Resources Limited ( Company ) will be held at the Mayfair Hotel, 45 King William Street, Adelaide, South Australia at 11.00 am (Adelaide time) on 24 May 2018.

Ordinary Business

To consider the Financial Statements for the financial year ended 31 December 2017 and accompanying reports of the Directors and Auditor.

Resolution 1: Adoption of Remuneration Report

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

‘ That the Company adopt the Remuneration Report for the year ended 31 December 2017 as set out in the Company’s Annual Report for the year ended 31 December 2017. ’

Resolution 2: Re-election of Mr Richard Crookes as Director

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

‘ That Mr Richard Crookes, having voluntarily retired in accordance with clause 12.11.1 of the Constitution and being eligible, and offering himself, for re-election, is re-elected as a Director with effect immediately following the conclusion of the Meeting. ’

Resolution 3: Re-election of Mr Jim Dietz as Director

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

‘ That Mr Jim Dietz, having voluntarily retired in accordance with clause 12.11.1 of the Constitution and being eligible, and offering himself, for re-election, is re-elected as a Director with effect immediately following the conclusion of the Meeting. ’

Resolution 4: Re-election of Mr Isaac Querub as Director

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

‘ That Mr Isaac Querub, being a Director who was appointed since the last Annual General Meeting of the Company, retires pursuant to clause 12.17.1 of the Constitution and being eligible, and offering himself, for reelection, is re-elected as a Director with effect immediately following the conclusion of the Meeting. ’

Resolution 5: Increase in Maximum Number of Directors

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

‘ That for the purpose of clause 12.2 of the Constitution and for all other purposes, the maximum number of Directors permitted on the Board be increased from 7 to 9. ’

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Resolution 6: Election of Mr Brian Jamieson as Director

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

‘ Subject to the passing of Resolution 5, that Mr Brian Jamieson, being a person who in accordance with clause 12 of the Constitution has at least 35 business days before the Meeting served on the Company a notice of nomination to be a Director, is elected as a Director with effect immediately following the conclusion of the Meeting. ’

Resolution 7: Election of Mr Roger Davey as Director

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

‘ Subject to the passing of Resolution 5, that Mr Roger Davey, being a person who in accordance with clause 12 of the Constitution has at least 35 business days before the Meeting served on the Company a notice of nomination to be a Director, is elected as a Director with effect immediately following the conclusion of the Meeting. ’

Resolution 8: Increase in Aggregate Non-Executive Directors’ Fee Pool

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

‘Subject to the passing of Resolution 5, that for the purpose of Listing Rule 10.17, clause 14.1 of the Constitution and for all other purposes, approval is given to an increase in the aggregate maximum fees which may be paid by the Company to its non-executive Directors from $500,000 per annum to $1,000,000 per annum (an increase of $500,000 per annum). ’

Resolution 9: Issue of Options to Group Managing Director – Mr Peter Albert

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

‘ That for the purpose of Listing Rule 10.14 and for all other purposes, approval is given to the issue by the Company of 2,992,287 options to Mr Peter Albert under the employee incentive scheme known as ‘Highfield Resources Limited Employee Long Term Incentive Plan’ on the terms and conditions set out in the Explanatory Memorandum. ’

Resolution 10: Removal of Auditor

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

‘ That HLB Mann Judd, the current auditor of the Company, be removed as the auditor of the Company effective from the date of the Meeting. ’

Resolution 11: Appointment of Auditor

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

‘Subject to the passing of Resolution 10, that PricewaterhouseCoopers, being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from the date of the Meeting and the Directors be authorised to agree the remuneration. ’

Resolution 12: Approval of 10% Placement Facility

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

‘ That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum. ’

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Resolution 13: Issue of Options to Non-Executive Director - Mr Isaac Querub

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

‘ Subject to the passing of Resolution 4, that for the purpose of Listing Rule 10.11 and for all other purposes, approval is given to the issue by the Company of 1,000,000 options to Mr Isaac Querub (or his nominee) on the terms and conditions set out in the Explanatory Memorandum. ’

Resolution 14: Issue of Options to Non-Executive Director - Mr Brian Jamieson

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

‘ Subject to the passing of Resolution 6, that for the purpose of Listing Rule 10.11 and for all other purposes, approval is given to the issue by the Company of 1,000,000 options to Mr Brian Jamieson (or his nominee) on the terms and conditions set out in the Explanatory Memorandum. ’

Resolution 15: Issue of Options to Non-Executive Director - Mr Roger Davey

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

‘ Subject to the passing of Resolution 7, that for the purpose of Listing Rule 10.11 and for all other purposes, approval is given to the issue by the Company of 1,000,000 options to Mr Roger Davey (or his nominee) on the terms and conditions set out in the Explanatory Memorandum. ’

DATED 20 APRIL 2018

BY ORDER OF THE BOARD HIGHFIELD RESOURCES LIMITED

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DONALD STEPHENS COMPANY SECRETARY

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NOTES :

1. Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in both this Notice of Annual General Meeting and the Explanatory Memorandum.

2. Voting Exclusion Statements

• (a) Resolution 1

• A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (i) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (ii) a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• (i) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (ii) the person is the chair of the meeting and the appointment of the chair as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

(b) Resolution 8

• (i) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 8 if:

• the person is either:

  • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

  • a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on the Resolution.

However, the Company will not disregard a vote if:

• the person is the chair of the meeting at which the Resolution is voted on; and

• the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

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• (ii) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 8 by or on behalf of a Director (and their associates).

However, subject always to paragraph 2(b)(i), the Company will not disregard a vote if:

  - it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

  - it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• (c) Resolution 9

• (i) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 9 if:

  • the person is either:

    • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

    • a Closely Related Party of such a member; and

  • the appointment does not specify the way the proxy is to vote on the Resolution.

However, the Company will not disregard a vote if:

• the person is the chair of the meeting at which the Resolution is voted on; and

• the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

• (ii) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 9 by or on behalf of any Director of the Company who is eligible to participate in the Highfield Resources Limited Employee Long Term Incentive Plan and any associates of that Director of the Company.

However, subject always to paragraph 2(c)(i), the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(d) Resolution 12

The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of a person (and any associates of such a person) who is expected to participate, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company will not disregard a vote if:

• (i) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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(e) Resolution 13

• (i) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 13 if:

• the person is either:

  • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

  • a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on the Resolution.

However, the Company will not disregard a vote if:

• the person is the chair of the meeting at which the Resolution is voted on; and

• the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

• (ii) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 13 by or on behalf of a person (and their associates) who is to receive securities in relation to the Company if the Resolution is passed.

However, subject always to paragraph 2(e)(i), the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(f) Resolution 14

• (i) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 14 if:

the person is either:

• a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

• a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on the Resolution.

However, the Company will not disregard a vote if:

• the person is the chair of the meeting at which the Resolution is voted on; and

• the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

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• (ii) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 14 by or on behalf of a person (and their associates) who is to receive securities in relation to the Company if the Resolution is passed.

However, subject always to paragraph 2(f)(i), the Company will not disregard a vote if:

  - it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

  - it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• (g) Resolution 15

• (i) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 15 if:

  • the person is either:

    • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

    • a Closely Related Party of such a member; and

  • the appointment does not specify the way the proxy is to vote on the Resolution.

However, the Company will not disregard a vote if:

• the person is the chair of the meeting at which the Resolution is voted on; and

• the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

• (ii) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 15 by or on behalf of a person (and their associates) who is to receive securities in relation to the Company if the Resolution is passed.

However, subject always to paragraph 2(g)(i), the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Proxies

A shareholder entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the shareholder at the Meeting. A proxy need not be a shareholder. If the shareholder is entitled to cast two or more votes at the Meeting the shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. A form of proxy accompanies this Notice.

To record a valid vote, a shareholder will need to take the following steps:

• 3.1 cast the shareholder’s vote online by visiting www.advancedshare.com.au/investors.aspx; or

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• 3.2 complete and lodge a validly completed and signed paper proxy form at the share registry of the Company, Advanced Share Registry Services:

• (a) in person at the following address: Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

OR

(b) by post at the following address: Advanced Share Registry PO Box 1156 NEDLANDS WA 6909

OR

• (c) by facsimile on (08) 9262 3723 (within Australia) or +61 8 9262 3723 (outside Australia); or

• 3.3 for Intermediary Online subscribers only (custodians), cast the shareholder’s vote online by visiting www.advancedshare.com.au/investors.aspx,

so that it is received no later than 11.00 am (Adelaide time) on 22 May 2018.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on each of Resolutions 1, 8, 9, 13, 14 and 15 even though they are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolutions 1, 8, 9, 13, 14 and 15 by marking the appropriate box on the proxy form.

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

4. ‘Snap Shot’ Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a ‘snap-shot’ of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the Meeting. The Directors have determined that all shares of the Company that are quoted on ASX as at 7.00 pm (Adelaide time) on 22 May 2018 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the shares at that time.

5. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening the Annual General Meeting of shareholders of Highfield Resources Limited to be held on 24 May 2018. This Explanatory Memorandum is to assist shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Other than the information set out in this Explanatory Memorandum, the Directors believe that there is no other information that could reasonably be required by shareholders to consider Resolutions 1 to 15 (inclusive).

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Annual Report for the year ended 31 December 2017 contains a Remuneration Report which sets out the remuneration policy of the Company.

An electronic copy of the Annual Report is available to download or view on the Company’s website at www.highfieldresources.com.au. The Annual Report has also been sent by post to those shareholders who have previously elected to receive a hard copy. In addition, the Company has also enabled online voting, details of which are explained on the proxy form.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy.

Section 250R(4) of the Corporations Act prohibits a vote on this resolution being cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, under section 250R(5) of the Corporations Act a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the person is the chair of the meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote on the resolution; and

• (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form.

Resolution 1 is an advisory resolution.

The chair intends to vote undirected proxies in favour of Resolution 1.

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Please also note that under sections 250U and 250V of the Corporations Act, if at two consecutive annual general meetings of a listed company at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the report, at the second of these annual general meetings there must be put to the vote a resolution that another meeting be held within 90 days at which all directors (except the managing director) who were directors at the date the remuneration report was approved at the second annual general meeting must stand for re-election. So, in summary, shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives ‘two strikes’. The Remuneration Report did not receive a ‘first strike’ at the Company’s last annual general meeting.

2. RESOLUTION 2: RE-ELECTION OF MR RICHARD CROOKES AS DIRECTOR

Clause 12.11.1 of the Constitution requires that at each annual general meeting one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third must retire from office. Clause 12.13 of the Constitution provides that a Director retiring at an annual general meeting who is not disqualified by law from being reappointed is eligible for re-election. Accordingly, Mr Richard Crookes retires as a Director and, being eligible, offers himself for re-election.

A resume for Mr Crookes follows:

Mr Richard Crookes

Non-Executive Director, BSc (Geology), Grad Dip Applied Finance (FINSIA)

Mr Crookes has over 30 years’ experience in the resources and investments industries. He is an Investment Director for EMR Capital, a leading mining-focussed Private Equity Fund, since November 2012. He is a geologist by training having worked in the industry most recently as the Chief Geologist and Mining Manager of Ernest Henry Mining in Australia (now Glencore). Prior to Mr Crookes joining EMR Capital he was an Executive Director in Macquarie Bank’s Metals & Energy Capital Division where he managed all aspects of the Bank’s principal investments in mining and metals companies as well as the origination of numerous Project Finance transactions. Mr Crookes has extensive experience in deal origination, evaluation, structuring, post-acquisition management, client relationship management, marketing and execution of investment entry and exits for both private and public resources companies in Australia and overseas. Mr Crookes was appointed Non-Executive Chairman of Black Rock Mining (ASX:BKT) on 16th October 2017. Resolution 2 is an ordinary resolution.

The Directors (other than Mr Crookes) recommend that shareholders vote in favour of Resolution 2.

The chair intends to vote undirected proxies in favour of Resolution 2.

3. RESOLUTION 3: RE-ELECTION OF MR JIM DIETZ AS DIRECTOR

Clause 12.11.1 of the Constitution requires that at each annual general meeting one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third must retire from office. Clause 12.13 of the Constitution provides that a Director retiring at an annual general meeting who is not disqualified by law from being reappointed is eligible for re-election. Accordingly, Mr Jim Dietz retires as a Director and, being eligible, offers himself for re-election.

A resume for Mr Dietz follows:

Mr Jim Dietz

Independent Non-Executive Director, B.Eng (Chem), M.Eng (Chem)

Mr Dietz has over 42 years’ experience in the fertiliser, chemical and petroleum industries, primarily in senior operational roles. From 2000 until 2010, he was Chief Operating Officer of Potash Corporation of Saskatchewan ( PotashCorp ), the world’s largest fertiliser company. Prior to that position, Mr Dietz held a variety of other senior management roles, including President of Nitrogen, during his 17 year career with PotashCorp. During that time, Mr Dietz was responsible for global operations as well as Safety, Health, and Environment performance and Procurement. Mr Dietz also represented PotashCorp on the Board of Directors of Arab Potash Company. Mr Dietz is a Chemical Engineer and holds both a Masters and Bachelors designation from the Ohio State University. In the three years immediately before the end of the financial year, Mr Dietz held no other directorships of listed companies.

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Resolution 3 is an ordinary resolution.

The Directors (other than Mr Dietz) recommend that shareholders vote in favour of Resolution 3.

The chair intends to vote undirected proxies in favour of Resolution 3.

4. RESOLUTION 4: RE-ELECTION OF MR ISAAC QUERUB AS DIRECTOR

Clause 12.17.1 of the Constitution requires that any Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, holds office until the next annual general meeting of the Company and is eligible for re-election at that annual general meeting.

The Board appointed Mr Isaac Querub as a Director on 5 April 2018, being after the Company’s last annual general meeting. Accordingly, Mr Querub retires pursuant to Clause 12.17.1 of the Constitution and, being eligible, offers himself for re-election.

A resume for Mr Querub follows:

Mr Isaac Querub

Independent Non-Executive Director, BA (Administration) BA (Law)

Mr Querub, was an advisor to both the Company and its wholly owned Spanish subsidiary, Geoalcali, from September 2017 until joining the Board on 5 April 2018.

He is one of Spain’s most senior commodities professionals and has a successful track record as a global mining executive and over 35 years’ experience in the sector. He was Chief Executive Officer of Glencore in Spain for over 14 years representing Glencore in negotiations which resulted in important transactions and acquisitions over more than 20 years. He led Glencore in transactions throughout Africa and Spain as well as representing the Company on the Board of Asturiana del Zinc, a major Spanish zinc producer. More recently he was Chief Executive Officer of EMED, now Atalaya, which operates the former Rio Tinto copper mine located in southern Spain.

Mr Querub has a degree in Business Administration and a degree in Law, both from ICADE - Universidad Pontificia de Comillas, Madrid. He is currently active on a number of not-for-profit Boards as well as having extensive experience in the international marketing of mineral, crude and oil products.

Resolution 4 is an ordinary resolution.

The Directors (other than Mr Querub) recommend that shareholders vote in favour of Resolution 4.

The chair intends to vote undirected proxies in favour of Resolution 4.

5. RESOLUTION 5: INCREASE IN MAXIMUM NUMBER OF DIRECTORS

Clause 12.1 of the Constitution relevantly provides that unless otherwise determined in accordance with the Constitution, the number of Directors must not be more than 7. However, clause 12.2 of the Constitution relevantly provides that the Company may, by resolution, increase the number of Directors.

Resolution 5 seeks shareholder approval to increase the maximum number of directors permitted on the Board from 7 directors to 9 directors.

If Resolutions 2, 3 and 4 are passed, the Company will have 7 directors on its Board, being the maximum number permitted under the Constitution. The proposed increase to the maximum number of directors permitted on the Board will enable additional directors to be appointed (including Mr Brian Jamieson if Resolution 6 is passed and Mr Roger Davey if Resolution 7 is passed), if deemed appropriate, to ensure the Board continues to have the right balance of skills, knowledge and expertise during a construction phase and through to its transition to a producing entity.

Resolution 5 is an ordinary resolution.

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The Directors recommend that shareholders vote in favour of Resolution 5.

The chair intends to vote undirected proxies in favour of Resolution 5.

6. RESOLUTION 6: ELECTION OF MR BRIAN JAMIESON AS DIRECTOR

Clause 12 of the Constitution provides that a person may be appointed as a Director at a general meeting if he or she has at least 35 business days before the meeting served on the Company a notice of nomination to be a Director. Mr Brian Jamieson has served on the Company a notice of nomination to be a Director pursuant to clause 12 of the Constitution. Accordingly, Mr Jamieson stands for election as a Director.

A resume for Mr Jamieson follows:

Brian Jamieson

FCA, FAICD

Mr Jamieson has over 40 years’ experience in the advisory, manufacturing, resources and technology industries in Australia and offshore.

He is presently Non-Executive Chairman of ASX listed companies Mesoblast Limited and Sigma Healthcare Limited.

Mr Jamieson was a Non-Executive Director of ASX listed Oxiana/OZ Minerals Limited from 2005 to 2015 and served as Chairman of Audit Risk and Compliance, Nomination and Remuneration, and Due Diligence Committees. He was a Non-Executive Director of Tatts Group Limited from 2005 to December 2017 and served as the Chairman of Audit and Risk Committee, Chairman of the Due Diligence Committee and member of the Remuneration Committee. He was also a Non-Executive Director of ASX listed Tigers Realm Coal from 2010 to 2015 and chaired various committees.

Mr Jamieson was Chief Executive of Minter Ellison Melbourne from 2002-2005. Prior to joining Minter Ellison, Mr Jamieson was Chief Executive Officer at KPMG Australia from 1998-2000, Managing Partner of KPMG Melbourne and Southern Regions from 1993-1998 and Chairman of KPMG Melbourne from 20012002. Prior to the merger of Touche Ross & Co and Peat Marwick Hungerfords to form KPMG, Mr Jamieson was the Managing Partner for Australia for Touche Ross & Co.

He has over 30 years’ experience in providing advisory and audit services to a diverse range of public and large private companies. He is also a Fellow of the Institute of Chartered Accountants in Australia and New Zealand and a Fellow of the Australian Institute of Company Directors.

Resolution 6 is an ordinary resolution.

The Directors recommend that shareholders vote in favour of Resolution 6.

The chair intends to vote undirected proxies in favour of Resolution 6.

The passing of Resolution 6 is conditional upon, and subject to, the passing of Resolution 5. Accordingly, if you intend to vote in favour of Resolution 6, you should also vote in favour of Resolution 5.

7. RESOLUTION 7: ELECTION OF MR ROGER DAVEY AS DIRECTOR

Clause 12 of the Constitution provides that a person may be appointed as a Director at a general meeting if he or she has at least 35 business days before the meeting served on the Company a notice of nomination to be a Director. Mr Roger Davey has served on the Company a notice of nomination to be a Director pursuant to clause 12 of the Constitution. Accordingly, Mr Davey stands for election as a Director.

A resume for Mr Davey follows:

Roger Davey ACSM, MSc., C.Eng., Eur.Ing., MIMMM

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Mr Davey is currently a Non-Executive Director of a number of mining companies in the junior mining sector.

He is a Chartered Mining Engineer with over 35 years’ experience in the international mining industry. Up to December 2010, he was an Assistant Director and the Senior Mining Engineer at N M Rothschild (London) in the Mining and Metals project finance team, where for 13 years he was responsible for the assessment of the technical risk associated with all the current and prospective project loans. Prior to this his experience covered the financing, development and operation of both underground and surface mining operations in gold and base metals at senior management and Director level in South America, Africa and the United Kingdom. He is fluent in Spanish.

His previous positions include Director, Vice president and General Manager of Minorco (AngloGold) subsidiaries in Argentina (1994 - 1997), where he had responsibility for the development of the Cerro Vanguardia, open pit gold-silver mine in Patagonia; Operations Director of Greenwich Resources plc, London (1984 - 1992), with gold interests in Venezuela, Sudan, Egypt and Australia; Production Manager for Blue Circle Industries in Chile (1979 - 1984); and various production roles from graduate trainee to mine manager, in Gold Fields of South Africa (1971 - 1978).

Mr Davey is a graduate of the Camborne School of Mines, England and holds a Master of Science degree in Mineral Production Management from Imperial College, London University. He is a Chartered Engineer (C.Eng.), a European Engineer (Eur. Ing.) and a Member of the Institute of Materials, Minerals and Mining (MIMMM).

Resolution 7 is an ordinary resolution.

The Directors recommend that shareholders vote in favour of Resolution 7.

The chair intends to vote undirected proxies in favour of Resolution 7.

The passing of Resolution 7 is conditional upon, and subject to, the passing of Resolution 5. Accordingly, if you intend to vote in favour of Resolution 7, you should also vote in favour of Resolution 5.

8. RESOLUTION 8: INCREASE IN AGGREGATE NON-EXECUTIVE DIRECTORS’ FEE POOL

Clause 14.1 of the Constitution provides that the Directors must be paid by way of fees for their services the aggregate sum determined from time to time by the Company in general meeting, and that before a determination is made by the Company in general meeting, the aggregate sum of the fees payable by the Company to the non-executive Directors is a maximum of $500,000 per annum. The Company has not previously made such a determination in general meeting.

Listing Rule 10.17 and clause 14.4 of the Constitution provide that the aggregate sum of the Directors’ fees must not be increased except with the prior approval of the Company in general meeting.

Resolution 8 seeks shareholder approval to a proposed increase in the total aggregate amount of directors’ fees that may be paid by the Company to its non-executive Directors from $500,000 per annum to $1,000,000 per annum (an increase of $500,000 per annum). The Board considers it necessary to increase the aggregate maximum fees to $1,000,000 per annum to accommodate the remuneration of additional Directors appointed to the Board, including Mr Brian Jamieson if Resolution 6 is passed and Mr Roger Davey if Resolution 7 is passed as well as to provide flexibility for the future to ensure that the remuneration of non-executive Directors is aligned to market.

The Company has issued the following securities to its non-executive directors under Listing Rules 10.11 or 10.14 with the approval of shareholders within the preceding three years:

1. as approved at the Company’s 2015 annual general meeting:

2. 1,000,000 Options to Mr Richard Crookes

3. 1,000,000 Options to Mr Owen Hegarty

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• 2,000,000 Options to Mr Pedro Rodriguez (retired 1 August 2016)

• 1,000,000 Options to Mr Derek Carter

• 1,000,000 Options to Ms Pauline Carr

• as approved at the Company’s 2016 annual general meeting:

• 1,000,000 Options to Mr Jim Dietz

All of these options have an exercise price of $2.00 and an expiry date of 30 June 2019. Resolution 8 is an ordinary resolution.

As the non-executive Directors have an interest in Resolution 8, the Board as a whole does not wish to make a recommendation as to how shareholders ought to vote on Resolution 8.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 8 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 8 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of Resolution 8.

The passing of Resolution 8 is conditional upon, and subject to, the passing of Resolution 5. Accordingly, if you intend to vote in favour of Resolution 8, you should also vote in favour of Resolution 5.

9. RESOLUTION 9: ISSUE OF OPTIONS TO GROUP MANAGING DIRECTOR – MR PETER ALBERT

9.1 General

The Company has agreed, subject to obtaining shareholder approval, to issue Options to its Group Managing Director as part of his long term incentive based remuneration package. Resolution 9 seeks shareholder approval for the issue of 2,992,287 Options, each to acquire one ordinary share in the Company, under the Highfield Resources Limited Employee Long Term Incentive Plan ( Plan ) to the Group Managing Director Mr Peter Albert ( Options ) for the financial year 1 January 2018 to 31 December 2018.

Each Option will vest as one share subject to the satisfaction of certain performance criteria ( Vesting Conditions ). Unless the Board determines otherwise, in the event that the Vesting Conditions are not met, the Options will not vest and, as a result, no new shares will be issued.

In order for the Options to vest as shares, the following Vesting Conditions are assessed:

(a) Market Based Performance

Half (50%) of Mr Albert’s Options (known as the Market Performance Options) will be assessed for vesting based upon the Company’s relative share price performance versus the S&P/ASX 300 Resources Index (XKR) in accordance with a defined scale.

(b) Total Shareholder Return

The other half (50%) Mr Albert’s Options (known as the TSR Options) will be assessed for the vesting based upon the Company’s total Shareholder return (TSR).

Details of the Vesting Conditions attaching to the Options are contained in Annexure A.

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Once vested, Options will be exercisable at $1.29 per share. All of the Options will have a five year exercise period commencing after the vesting assessment date, being no earlier than 31 December 2020 and expiring on the fifth anniversary of that date.

Full details of the terms and conditions of the Options are set out in Annexure A.

Mr Albert was appointed to the Board effective 1 September 2016 as the Group’s Managing Director. As part of his incentive based remuneration package, the Board has determined that, subject to shareholder approval, Mr Albert be issued 2,992,287 unlisted Options in the Company pursuant to the terms of the Plan.

The Options will be granted as a key component of Mr Albert’s remuneration in order to retain his and provide an incentive linked to the longer term performance of the Company relative to the market.

9.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Options to Mr Albert constitutes giving a financial benefit and Mr Albert is a related party of the Company by virtue of being a current Director.

The Directors (other than Mr Albert) consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the grant of the Options is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

9.3 Listing Rule 10.14

Listing Rule 10.14 requires shareholder approval for the acquisition of securities by a director (or an associate of a director) of the entity (or a person whose relationship with the entity or the director or associate, is in ASX’s opinion, such that approval should be obtained) under an employee incentive scheme.

The approval sought is to grant Mr Albert 2,992,287 Options under the Plan. Options are relevant securities for the purposes of Listing Rule 10.14.

As the grant of the Options involves the acquisition by a director of the Company of securities under an employee incentive scheme, shareholder approval pursuant to Listing Rule 10.14 is required. It is the view of the Directors that the exceptions set out in Listing Rule 10.15B do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the grant of the Options as approval is being obtained under Listing Rule 10.14. Accordingly, the grant of Options will not be included in the use of the Company’s 15% annual placement capacity pursuant to Listing Rule 7.1.

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9.4 Technical Information required by Listing Rule 10.15

For the purposes of Listing Rule 10.15 information regarding the proposed Options grant is provided in relation to Resolution 9 as follows:

• Subject to shareholder approval, it is proposed that Group Managing Director, Mr Albert will be issued 2,992,287 Options to acquire ordinary shares in the Company, pursuant to the Plan. It is considered appropriate to grant the Options to Mr Albert as a key component of his remuneration in order to retain his services and provide incentive linked to the performance of the Company.

• The Options will be issued for nil cash consideration.

• No funds will be raised by the grant of the Options as they are being granted for no consideration. Each Option proposed to be granted entitles Mr Albert to subscribe for one ordinary share in the Company at the exercise price specified above exercisable during the exercise period specified above. Shares issued on exercise of the Options will rank equally in all respects with the existing fully paid ordinary shares in the Company. The terms and conditions of the Options are set out in Annexure A.

• Mr Albert has previously received 1,820,654 Options under the Plan since its last approval at the Company’s 2017 annual general meeting. These Options were issued for nil cash consideration.

• The persons referred to in Listing Rule 10.14 entitled to participate in the Plan are the current Directors of the Company, however at this time it is intended that only Mr Albert will receive Options pursuant to the Plan, subject to shareholder approval.

• A voting exclusion statement has been included for the purposes of Resolution 9.

• No loan will be provided by the Company in relation to the grant or exercise of the Options proposed to be provided to Mr Albert.

• If shareholder approval is obtained, the Options will be granted to Mr Albert as soon as practicable after the Meeting, but in any event, within 12 months of the Meeting.

Resolution 9 is an ordinary resolution.

The Directors (other than Mr Albert) do not have an interest in the outcome of Resolution 9 and recommend that shareholders vote in favour of Resolution 9.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 9 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 9 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of Resolution 9.

10. RESOLUTIONS 10 AND 11: REMOVAL AND APPOINTMENT OF AUDITOR

Under section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which two months’ notice of intention to move the resolution has been given.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than two months after the notice of intention is given.

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In early 2018 the Company conducted a competitive tender for the provision of external audit services. Following the conclusion of the tender and assessment process the Audit, Business Risk and Compliance Committee recommended to the Board that PricewaterhouseCoopers be appointed as the Company’s auditors commencing with the current financial year which ends on 31 December 2018. The Board accepted that recommendation. Accordingly the Company provides to shareholders the notice of intention to remove its incumbent audit firm HLB Mann Judd as auditor in Annexure B, and seeks the approval to remove the auditor even though the Meeting will be held less than two months after the notice of intention is given.

Under section 327D of the Corporations Act, the Company in a general meeting may by special resolution appoint an auditor to replace an auditor removed under section 329 of the Corporations Act.

If HLB Mann Judd is removed under Resolution 10, the Directors propose that PwC be appointed as the Company’s auditor effective from the Meeting. The notice of intention to remove HLB Mann Judd as auditor of the Company and nomination of PwC as auditor of the Company is provided to shareholders in Annexure B. PwC has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

If Resolutions 10 and 11 are passed, the appointment of PwC as the Company’s auditor will take effect at the close of the Meeting.

Resolution 10 is an ordinary resolution. Resolution 11 is a special resolution .

The Directors recommend shareholders vote in favour of each of Resolutions 10 and 11.

The chair intends to vote undirected proxies in favour of each of Resolutions 10 and 11.

The passing of Resolution 11 is conditional upon, and subject to, the passing of Resolution 10. Accordingly, if you intend to vote in favour of Resolution 11, you should also vote in favour of Resolution 10.

11. RESOLUTION 12: APPROVAL OF 10% PLACEMENT FACILITY

11.1 General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued ordinary share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the eligible entity’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of 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.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities which may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 11.2(c)).

11.2 Description of Listing Rule 7.1A

(a) Shareholder approval

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

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

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The Company, as at the date of the Notice, has on issue the following classes of Equity Securities:

• ordinary shares quoted on ASX

• options not quoted on ASX

• (c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 10% Placement Period (refer to section 11.2(f)), a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement to issue:

• plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rules 7.1 and 7.4;

• less the number of fully paid ordinary shares cancelled in the 12 months.

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

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.l.

At the date of this Notice, the Company has on issue 329,225,003 quoted ordinary shares and therefore has a capacity to issue:

• (i) 49,383,750 Equity Securities under Listing Rule 7.1; and

• (ii) subject to shareholder approval being obtained under Resolution 12, 32,922,500 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 11.2(c)).

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(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within five Trading Days of the date referred to in section 11.2(e)(i), the date on which the Equity Securities are issued.

• (f) 10% Placement Period

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

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; and

• (ii) the date of the approval by shareholders of a transaction under Listing Rule 11.1.1 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

11.3 Listing Rule 7.1A

The effect of Resolution 12 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period in addition to using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 12 is a special resolution and therefore requires approval of at least 75% of the votes cast by shareholders entitled to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) on the Resolution.

11.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows to the extent that such information is not disclosed elsewhere in this Explanatory Memorandum:

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

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

• (ii) if the Equity Securities are not issued within five Trading Days of the date in section 11.4(a)(i), the date on which the Equity Securities are issued.

• (b) There is a risk that:

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

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• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities in the same class on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the risk of voting dilution of existing shareholders on the basis of the current market price of shares and the current number of ordinary shares for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (i) two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of ordinary shares the Company has on issue. The number of ordinary shares on issue may increase as a result of issues of ordinary shares that do not require shareholder approval (for example, a pro rata entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a future shareholders’ meeting; and

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

Variable ‘A’ in formula in Listing Rule 7.1A.2			Issue Price
		$0.36 50% decrease in issue price	$0.72 issue price	$1.44 100% increase in issue price
Current Variable ‘A’ 329,225,003 shares	10% voting dilution	32,922,500 shares	32,922,500 shares	32,922,500 shares
	Funds raised	$11,852,100	$23,704,200	$47,408,400
50% increase in current Variable ‘A’ 493,837,504 shares	10% voting dilution	49,383,750 shares	49,383,750 shares	49,383,750 shares
	Funds raised	$17,778,150	$35,556,300	$71,112,600
100% increase in current Variable ‘A’ 658,450,006 shares	10% voting dilution	65,845,000 shares	65,845,000 shares	65,845,000 shares
	Funds raised	$23,704,200	$47,408,400	$94,816,800

The table has been prepared on the following assumptions:

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

• No current options are exercised into shares before the date of the issue of the Equity Securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

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

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A and no other issues of Equity Securities.

• The issue of Equity Securities under the 10% Placement Facility consists only of shares.

• The issue price is $0.72, being the closing price of the shares on ASX on 3 April 2018.

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• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 12 for the issue of the Equity Securities will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as referred to in the Note to Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition) and/or general working capital.

• (e) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities and the number of Equity Securities allotted to each will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

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

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

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

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

Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments or the nominee of such vendors.

• (g) The Company did not obtain shareholder approval under Listing Rule 7.1A at its last annual general meeting.

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

Resolution 12 is a special resolution .

The Directors recommend that shareholders vote in favour of Resolution 12.

The chair intends to vote undirected proxies in favour of Resolution 12.

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12. RESOLUTIONS 13, 14 AND 15: ISSUE OF OPTIONS TO NON-EXECUTIVE DIRECTORS

12.1 General

The Company has agreed, subject to obtaining shareholder approval, to issue options to three of its recently appointed or proposed non-executive Directors Resolutions 13, 14 and 15 seek shareholder approval for the grant of options to the following current or proposed non-executive Directors (or their nominees):

• (a) Mr Isaac Querub: 1,000,000 options (subject to the passing of Resolution 4);

• (b) Mr Brian Jamieson: 1,000,000 options (subject to the passing of Resolution 6); and

• (c) Mr Roger Davey: 1,000,000 options (subject to the passing of Resolution 7),

( Related Party Options ). The exercise price of the Related Party Options is $1.29 per option and any unexercised options will expire on 30 June 2021.

Mr Querub was appointed to the Board on 5 April 2018 as an independent non-executive Director. Consistent with the Board’s approved remuneration guidelines the Board has determined that, subject to shareholder approval, Mr Querub be issued 1,000,000 unlisted options in the Company. The exercise price of the proposed option issue is $1.29 per option which is a 41% premium to the Company’s closing share price as at 11 April 2018. The issue of the options to Mr Querub is subject to the passing of Resolution 4.

If Resolution 6 is passed, Mr Jamieson will be appointed to the Board as an independent nonexecutive Director. Consistent with the Board’s approved remuneration guidelines, the Board has determined that, subject to shareholder approval, Mr Jamieson be issued 1,000,000 unlisted options in the Company. The exercise price of the proposed option issue is $1.29 per option which is a 41% premium to the Company’s closing share price as at 11 April 2018. The issue of the options to Mr Jamieson is subject to the passing of Resolution 6.

If Resolution 7 is passed, Mr Davey will be appointed to the Board as an independent nonexecutive Director. Consistent with the Board’s approved remuneration guidelines, the Board has determined that, subject to shareholder approval, Mr Davey be issued 1,000,000 unlisted options in the Company. The exercise price of the proposed option issue is $1.29 per option which is a 41% premium to the Company’s closing share price as at 11 April 2018. The issue of the options to Mr Davey is subject to the passing of Resolution 7.

12.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Related Party Options constitutes giving a financial benefit and Messrs Querub, Jamieson and Davey are related parties of the Company by virtue of being a current or proposed Director.

The Directors consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the grant of the Related Party Options is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

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12.3 Listing Rule 10.11

Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained, unless an exception in Listing Rule 10.12 applies.

As the grant of the Related Party Options involves the issue of securities to related parties of the Company, shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the grant of the Related Party Options as approval is being obtained under Listing Rule 10.11. Accordingly, the grant of Related Party Options will not be included in the use of the Company’s 15% annual placement capacity pursuant to Listing Rule 7.1.

12.4 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 13, 14 and 15:

• (a) The Related Party Options will be granted to Messrs Querub (subject to the passing of Resolution 4), Jamieson (subject to the passing of Resolution 6) and Davey (subject to the passing of Resolution 7), or their nominees.

• (b) The number of Related Party Options to be issued is as follows:

• (i) Mr Querub: 1,000,000 options (subject to the passing of Resolution 4);

• (ii) Mr Jamieson: 1,000,000 options (subject to the passing of Resolution 6); and

• (iii) Mr Davey: 1,000,000 options (subject to the passing of Resolution 7).

• (c) The Related Party Options will be granted no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue will occur on the same date.

• (d) The Related Party Options will be issued for nil cash consideration, accordingly no funds will be raised.

• (e) The terms and conditions of the Related Party Options are set out in Annexure C.

Each of Resolutions 13, 14 and 15 is an ordinary resolution.

The Directors (other than Messrs Querub, Jamieson and Davey) recommend that shareholders vote in favour of Resolutions 13, 14 and 15.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolutions 13, 14 and 15 even though they are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolutions 13, 14 and 15 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of each of Resolutions 13, 14 and 15.

The passing of Resolution 13 is conditional upon, and subject to, the passing of Resolution 4. Accordingly, if you intend to vote in favour of Resolution 13, you should also vote in favour of Resolution 4.

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The passing of Resolution 14 is conditional upon, and subject to, the passing of Resolution 6. Accordingly, if you intend to vote in favour of Resolution 14, you should also vote in favour of Resolution 6.

The passing of Resolution 15 is conditional upon, and subject to, the passing of Resolution 7. Accordingly, if you intend to vote in favour of Resolution 15, you should also vote in favour of Resolution 7.

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13. GLOSSARY

In this Explanatory Memorandum and Notice of Annual General Meeting the following expressions have the following meanings unless stated otherwise or unless the context otherwise requires:

10% Placement Facility has the meaning given in section 11.1;

10% Placement Period has the meaning given in section 11.2(f);

ASX means ASX Limited ACN 008 624 691;

Board means the board of directors of the Company;

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

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

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of 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 dealings with the entity;

• (e) a company the member controls; or

• (f) a person prescribed as such by the Corporations Regulations 2001 (Cth);

Company means Highfield Resources Limited ACN 153 918 257;

Constitution means the existing constitution of the Company;

Corporations Act means Corporations Act 2001 (Cth);

Director means a director of the Company;

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

Key Management Personnel has the same meaning as in the accounting standards as defined in section 9 of the Corporations Act (so the term broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director, whether executive or otherwise, of the Company);

Listing Rules means the listing rules of ASX;

Meeting means the meeting of shareholders convened by the Notice;

Notice means the notice of meeting to which this Explanatory Memorandum is attached;

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

VWAP means volume weighted average market price.

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ANNEXURE A

(OPTIONS TO GROUP MANAGING DIRECTOR UNDER TERMS OF THE HIGHFIELD RESOURCES LIMITED EMPLOYEE LONG TERM INCENTIVE PLAN)

1. Each option entitles the holder to one ordinary share in the Company.

2. Subject to paragraph 3, the options held by the optionholder are exercisable in whole or in part at any time during the period ( Exercise Period ) commencing on the date of grant and expiring at 5.00 pm (WST) on that date which is eight (8) years after the date of grant ( Expiry Date ). Options not exercised on or before the Expiry Date will lapse.

3. Prior to the Expiry Date, the options shall vest on satisfaction of the following Vesting Conditions (each a Vesting Condition ):

4. A. Market Based Performance:

50% of a participant’s options (known as the Market Performance-Options ) will be assessed for vesting based upon the Company’s relative share price performance at the start of the vesting period, being the 20 day Volume Weighted Average Price ( VWAP ) of the Company’s shares immediately preceding 1 January 2018, to the closing price of the Company’s shares at the conclusion of the vesting period, being the 20 day VWAP immediately preceding 31 December 2020, versus the S&P/ASX 300 Resources Index (XKR) in accordance with a defined scale as follows:

• Below 10% of index performance = nil vesting;

• Between -10% and (0%) of index performance = vests 2.5% per 1% so “at index” 25% vests;

• Above index performance = vests at 3% per 1% so at 25% above index 100% vests;

The S&P/ASX 300 Resources Index (XKR) will be measured at the start of the vesting period each year (opening index price on 1 January 2018) and again at the end of the vesting period (closing index price on 31 December 2020); and

• B. Total Shareholder Return:

50% of a participant’s options (known as the TSR–Options ) will be assessed for the vesting based upon the Company’s Total Shareholder Return from the opening price of the Company’s shares at the start of the Vesting Period to the closing price of the Company’s shares at the conclusion of the vesting period;

The performance measure is absolute performance based on compound annual growth rate achieved in Total Shareholder Return;

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The proportion of the TSR Options that vest into Shares will be determined in accordance with the following vesting scale:

• Zero to 10% = vests at 3% per 1% so at 10% TSR 30% vests;

• Above 10% = vests at 7% per 1% so at 20% TSR 100% vests.

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1. The optionholder must notify the Company at least five business days before exercising any options. Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price of $1.29 per option in cleared funds.

2. The Company will not apply for official quotation on ASX of the options. The Company will make application for official quotation on ASX of new shares allotted on exercise of the options. Those shares will participate equally in all respects with existing issued ordinary shares, and in particular new shares allotted on exercise of the options will qualify for dividends declared after the date of their allotment.

3. The Board has the discretion to waive the Vesting Conditions, including if any of the following events occur:

4. (a) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

5. (b) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

6. (c) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the options, to sufficient shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

7. Options can only be transferred with Board approval, except that if at any time before expiry of the Exercise Period the optionholder dies, the legal personal representative of the deceased optionholder may:

8. (a) elect to be registered as the new holder of the options;

9. (b) whether or not he becomes so registered, exercise those options in accordance with the terms and conditions on which they were granted; and

10. (c) if the deceased has already exercised options, pay the exercise price in respect of those options.

11. An optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give prior notice to the optionholder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules.

12. If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the option is exercisable will be increased by the number of ordinary shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

13. If the Company makes a rights issue (other than a bonus issue), the exercise price of options on issue will be reduced according to the following formula:

A = O – E [P – (S + D)] (N + 1)

Where:

A = the new exercise price of the option;

• O = the old exercise price of the option;

• E = the number of underlying ordinary shares into which one option is exercisable;

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• P = the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stockmarket of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);

• S = the subscription price for a security under the pro rata issue;

• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• If, during the currency of the options the issued capital of the Company is reorganised, those options will be reorganised to the extent necessary to comply with ASX Listing Rules.

Page 28

ANNEXURE B

(NOTICE OF INTENTION TO REMOVE CURRENT AUDITOR AND NOMINATION OF NEW AUDITOR)

• 17 April 2018

The Board of Directors Highfield Resources Limited

Dear Sirs

NOMINATION OF PricewaterhouseCoopers AS COMPANY AUDITOR

I, Graham Ascough, being a member of Highfield Resources Limited ( Company ), request that a general meeting of the Company be held at the first available time, in any event no later than two months from the date of this notice, to consider and, if thought fit, pass resolutions that:

• (a) HLB Mann Judd be removed as auditor of the Company; and

• (b) PricewaterhouseCoopers be appointed as the new auditor of the Company.

Furthermore, for the purposes of the Corporations Act 2001 (Cth), I hereby give you notice of the nomination of PricewaterhouseCoopers of Level 11, 70 Franklin Street, Adelaide SA 5000, as auditor of the Company.

Yours Sincerely,

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Graham Ascough

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ANNEXURE C

(Options to Non-Executive Directors)

1. Each option entitles the holder to one ordinary share in the Company.

2. The options held by the optionholder are exercisable in whole or in part at any time during the period commencing on the date of grant and expiring on 30 June 2021 ( Exercise Period ). Options not exercised before the expiry of the Exercise Period will lapse.

3. The optionholder must notify the Company at least five business days before exercising any options. Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price of $1.29 per option in cleared funds.

4. The Company will not apply for official quotation on ASX of the options. The Company will make application for official quotation on ASX of new shares allotted on exercise of the options. Those shares will participate equally in all respects with existing issued ordinary shares, and in particular new shares allotted on exercise of the options will qualify for dividends declared after the date of their allotment.

5. Options can only be transferred with Board approval, except that if at any time before expiry of the Exercise Period the optionholder dies, the legal personal representative of the deceased optionholder may:

6. (a) elect to be registered as the new holder of the options;

7. (b) whether or not he becomes so registered, exercise those options in accordance with the terms and conditions on which they were granted; and

8. (c) if the deceased has already exercised options, pay the exercise price in respect of those options.

9. An optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give prior notice to the optionholder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules.

10. If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the option is exercisable will be increased by the number of ordinary shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

11. If the Company makes a rights issue (other than a bonus issue), the exercise price of options on issue will be reduced according to the following formula:

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Where:

• A = the new exercise price of the option;

• O = the old exercise price of the option;

• E = the number of underlying ordinary shares into which one option is exercisable;

• P = the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stockmarket of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);

• S = the subscription price for a security under the pro rata issue;

• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

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• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• If, during the currency of the options the issued capital of the Company is reorganised, those options will be reorganised to the extent necessary to comply with ASX Listing Rules.

Page 31

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ABN 51 153 918 257

LODGE YOUR VOTE ONLINE

• ONLINE VOTE

www.advancedshare.com.au/investor-login

MOBILE DEVICE VOTE

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

2018 ANNUAL GENERAL MEETING - VOTING/PROXY FORM

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

APPOINT A PROXY

The Chairman of ��� PLEASE NOTE: If you leave the section blank, the OR the meeting Chairman of the Meeting will be your proxy.

If no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Mayfair Hotel, 45 King William Street, Adelaide SA 5000 on 24 May 2018 at 11.00am (Adelaide Time) 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 Item 1 (except where I/we have indicated a different voting intention below) even though this Item is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chairman. The Chairman of the Meeting intends to vote all undirected proxies available to them in favour of each Item of Business.

VOTING DIRECTIONS

• Agenda Items For Against Abstain For Against Abstain 9 Issue of Options to Group Managing

• 1 Adoption of Remuneration Report Director – Mr Peter Albert

• 2 Re-election of Mr Richard Crookes as 10 Removal of Auditor

• Director

• 3 Re-election of Mr Jim Dietz as 11 Appointment of Auditor

• Director

• 4 Re-election of Mr Isaac Querub as 12 Approval of 10% Placement Facility

• Director

• 5 Increase in Maximum Number of 13 Issue of Options to Non-Executive Directors Director - Mr Isaac Querub

• 6 Election of Mr Brian Jamieson as 14 Issue of Options to Non-Executive Director Director - Mr Brian Jamieson

• 7 Election of Mr Roger Davey as 15 Issue of Options to Non-Executive Director Director - Mr Roger Davey

• 8 Increase in Aggregate Non-Executive Directors Fees

� * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

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

Email Address

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Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

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

CORPORATE REPRESENTATIVES

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

APPOINTMENT OF A PROXY

If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman will be your proxy.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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

Power of Attorney:

DEFAULT TO THE CHAIRMAN OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in accordance with your directions or does not attend the Meeting, then the proxy appointment will automatically default to the Chairman of the Meeting, who is required to vote the proxies as directed.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on 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 a given item, your proxy may vote as they choose to the extent they are able. If you mark more than one box on an item, your vote on that item will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chairman) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Item 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Item 1.

PLEASE NOTE: If you appoint the Chairman as your proxy (or if they are appointed by default) but do not direct them how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), you will be expressly authorising the Chairman to vote as they see fit on that item.

APPOINTMENT OF A SECOND PROXY

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

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

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

LODGE YOUR VOTE

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 11.00 am (Adelaide time) on 22 May 2018, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

• ONLINE VOTE www.advancedshare.com.au/investor-login

• � BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

• � BY FAX +61 8 9262 3723

• � BY EMAIL admin@advancedshare.com.au

• � IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or

• � ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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

• (b) Return both forms together.