HIGHFIELD RESOURCES LIMITED — Capital/Financing Update 2021

Aug 16, 2021

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Highfield Resources Limited ACN 153 918 257

Share Purchase Plan Booklet

Eligible Shareholders have the opportunity to participate in the Offer by applying for up to $30,000 worth of Shares without incurring brokerage, commissions, stamp duty or other transaction costs. Details of the Offer and how to participate are set out in these Terms and Conditions. Shares issued under the Offer will rank equally in all respects with all other Shares on issue as at the date of issue and will carry the same voting rights, dividend rights and other entitlements as those Shares.

This Share Purchase Plan Booklet is dated 17 August 2021.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Important Information

This document is intended for use only in connection with the Offer to Shareholders in Australia and New Zealand. No action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this document may be restricted by law and persons (including Custodians, trustees and nominees) who come into possession of this document should observe any such restrictions.

The Shares under the Offer are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the Offer is being made in reliance on the Financial Markets Conduct Act 2013 (NZ) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (NZ).

This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

This document does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. The Shares have not been and will not be registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States and may not be directly or indirectly, offered, sold or resold to:

• (a) a U.S. Person or a person acting for the account or benefit of a U.S. Person; or

• (b) a person within the United States or a person acting for the account or benefit of a person within the United States.

Because of these legal restrictions, and consistent with the representations contained in these Terms and Conditions and the Application Form, you must not:

• (c) send copies of these Terms and Conditions or any other material relating to the Offer to any person in the United States or who is, or is acting for the account or benefit of, U.S. Persons; or

• (d) submit an Application Form or make payment by BPAY® or otherwise for Shares for any person in the United States or who is, or is acting for the account or benefit of, U.S. Persons.

Highfield is not licensed to provide financial product advice in relation to the Shares issued under the Plan or any other financial products. No cooling off regime applies in respect of the acquisition of Shares under the Plan (whether the regime is provided for by law or otherwise). Eligible Shareholders should obtain their own advice on whether or not to participate in the Plan.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Letter from the Chairman

17 August 2021

Dear Shareholder

Highfield Resources Limited Share Purchase Plan

I am pleased to invite you to participate in the offer of fully paid ordinary shares ( Shares ) in Highfield Resources Limited ACN 153 918 257 ( Highfield or Company ) under the share purchase plan established by the Company ( Offer or Plan ).

The Company is seeking to raise, in total, a maximum of $4 million under the Offer, which is not underwritten, but the Company reserves the right to increase this maximum based on overall applications received.

Overview of the Offer

The Offer provides you, as an Eligible Shareholder of Highfield (subject to certain conditions), with the opportunity to acquire a minimum of $1,000 and up to, in aggregate, $30,000 of Shares in Highfield at an issue price of $0.52 per Share ( Issue Price ) free from any brokerage or transaction costs. The Issue Price is the same as the issue price applicable to the recent placement to institutional and sophisticated investors raising approximately $15 million ( Placement ), which was announced on ASX on Monday, 9 August 2021.

The Issue Price represents:

• (a) a 9.6% discount to $0.575 being the volume weighted average price of Shares traded on ASX over the 5 trading days up to, and including, Wednesday, 4 August 2021, which was the last day of trading of Shares on ASX prior to Highfield's announcement of the Offer; and

• (b) an 8.0% discount to the last closing price of $0.565 per Share on Wednesday, 4 August 2021.

Highfield is seeking to raise, in total, a maximum of $4 million under the Offer. The Company reserves the right to either increase the maximum or scale back applications in its sole and absolute discretion. Should any scale back be necessary, it is the Company's intention that any scale back arrangements will be made having regard to the pro rata shareholdings of Eligible Shareholders who apply for Shares under the Offer. If applications are scaled back, excess funds will be returned to applicants without interest.

Participation in the Offer is optional and is open to Eligible Shareholders who, as at the Record Date (7:00pm (Melbourne time) on Friday, 6 August 2021), were registered as holders of fully paid ordinary shares in Highfield and whose address on the share register is in Australia or New Zealand.

If an Eligible Shareholder holds shares as a Custodian the Offer is also being made to the Custodian and, subject to certain conditions, the Custodian has the discretion to extend the Offer to the relevant beneficiaries.

Use of Funds

The Offer is being undertaken in conjunction with, and supplemental to, the Placement. In addition to funding the costs of the Offer and Placement, the proceeds of the Offer (along with the Placement) will be applied principally to fund preconstruction activities at the Muga Potash Project, including:

• early works and ground installations;

• process plant;

• ramps and underground galleries; and

• general working capital.

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Timing

The Offer will be undertaken in accordance with the timetable below. However, Highfield reserves the right to vary the dates and times set out below in its complete discretion, subject to the Corporations Act and other applicable laws.

Event	Date
Record Date (the business day prior to Highfield's announcement of the Plan)	7.00pm (Melbourne time) on Friday, 6 August 2021
Opening Date and time	9.00am (Melbourne time) on Tuesday, 17 August 2021
Closing Date and time	5.00pm (Melbourne time) on Friday, 27 August 2021
Allotment Date (i.e. the date of issue of Shares under the Offer)	Wednesday, 1 September 2021
Date on which Shares issued under the Offer are expected to commence trading on ASX	Thursday, 2 September 2021
Despatch of holding statements in respect of Shares issued under the Offer	Thursday, 2 September 2021

To participate in the Offer, you should either:

• (a) pay via BPAY® online or by telephone (for Shareholders with an eligible Australian bank account only), which is recommended in light of likely delays to postal services caused by the COVID-19 pandemic. You do not need to return the Application Form enclosed with this document if you choose this option; or

• (b) complete and return your enclosed Application Form in accordance with the details on the Application Form, together with your cheque, bank draft or money order drawn on an Australian bank in Australian dollars. If you require information on how to complete your Application Form, please contact the Share Registry on: 08 9389 8033 (in Australia) or +61 8 9389 8033 (outside of Australia).

Further information

In accordance with the following terms and conditions ( Terms and Conditions ), the Offer is nonrenounceable (that is, your entitlement to participate in the Offer cannot be assigned or transferred to anyone else) and Shares in Highfield may be issued under the Offer only to the Eligible Shareholder.

In deciding whether to participate in the Offer, you should seek your own independent financial, legal and taxation advice in respect of the Offer. No cooling off regime applies to the acquisition of Shares under the Offer.

If you have any general enquiries regarding the Offer, please contact the Company Secretary, Katelyn Adams, +61 (8) 8133 5000 or kadams@hlbsa.com.au

On behalf of the Board, I thank you for your continued support of Highfield and I invite you to consider participating in the Offer.

Yours faithfully

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Richard Crookes Chairman Highfield Resources Limited

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TERMS AND CONDITIONS OF THE PLAN

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Establishment

The Plan is established under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and in accordance with ASIC Regulatory Guide 125 and the ASX Listing Rules. ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 grants relief from the requirement to prepare a prospectus for the offer of Shares under the Plan, subject to the satisfaction of certain conditions.

2. Participation

The Board may make offers under the Plan to all persons who, as at the Record Date, are Eligible Shareholders.

You are an Eligible Shareholder if you were a registered holder of Shares at the Record Date (7.00pm (Melbourne time) on Friday, 6 August 2021) and had a registered address in Australia or New Zealand (as shown on Highfield's share register) unless:

• (a) you hold shares on behalf of another person who resides outside Australia or New Zealand in which case you will not be eligible to participate in respect of the Shares of that person; or

• (b) you are, or are acting for the account or benefit of, a U.S. Person as defined in Regulation S under the US Securities Act of 1933 (as amended) ( U.S. Person ).

Highfield has determined that it is not practical for a holder of Shares with a registered address (as shown on Highfield share register) in any jurisdiction other than Australia or New Zealand, to participate in the Offer. No Offer is made to persons who are not Eligible Shareholders.

Participation in the Offer by Eligible Shareholders is optional and is subject to these Terms and Conditions.

3. Offer

3.1

Nature of offer

The Offer is non-renounceable and Shares may be issued under the Plan only to an Eligible Shareholder.

The Offer will be made on these Terms and Conditions to each Eligible Shareholder. All Eligible Shareholders will receive the same offer, irrespective of the number of Shares which they hold on the Record Date.

3.2 Plan participation rules

The following rules apply to participation by Eligible Shareholders.

Single holders

Unless a holder is a Custodian, each Eligible Shareholder is entitled to apply under the Offer for up to a maximum amount of $30,000 worth of Shares (irrespective of whether the holder receives multiple Offer documents, for example, due to multiple registered sole or joint holdings), subject to the holder certifying that the total of the application price for the following does not exceed $30,000:

• (a) the Shares the subject of the application;

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• (b) any other Shares applied for by the holder under the Plan or any similar arrangement in the 12 months before the application;

• (c) any other Shares which the holder has instructed a Custodian to acquire on their behalf under the Plan; and

• (d) any other Shares issued to a Custodian under an arrangement similar to the Plan in the 12 months before the application as a result of an instruction given by the holder to the Custodian or another Custodian which resulted in the holder holding beneficial interests in the Shares.

By completing and submitting an application for Shares under the Offer, a holder certifies the above.

Joint holders

Unless a holder is a Custodian, if an Eligible Shareholder is recorded with one or more other persons as a joint holder of Shares, that joint holding is considered to be a single registered holding for the purpose of the Plan and certifications or representations given by a joint holder are taken to have been given by all joint holders. Joint holders are only entitled to participate in the Offer in respect of that single holding. If the same joint holders receive more than one Offer document due to multiple identical holdings, the joint holders may only apply for one maximum amount of $30,000 worth of Shares.

Custodians

If an Eligible Shareholder holds Shares as a Custodian, the Offer is made to the Custodian and, subject to certain conditions, the Custodian has the discretion to extend the Offer to the Beneficiaries. The Custodian may apply for up to a maximum amount of $30,000 worth of Shares in respect of each Beneficiary. However, Highfield will not allocate Shares under the Offer to the Custodian unless the Custodian certifies the matters set out in a Custodian Certificate.

Custodians wishing to participate in the Offer on behalf of one or more Beneficiaries should contact Advanced Share Registry Pty Ltd on08 9389 8033 (in Australia) or +61 8 9389 803 (outside of Australia) or at admin@advancedshare.comm.au , to obtain further information on how to apply and how to obtain a Custodian Certificate. If a Custodian holds Shares jointly on behalf of two or more Beneficiaries, the $30,000 limit applies jointly in relation to those Beneficiaries as if the Custodian held the Shares on behalf of a single person.

A Custodian must not participate in the Plan if their participation in the Plan would breach ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 .

3.3

Other terms

The Offer opens at 9.00am (Melbourne time) on Tuesday, 17 August 2021. Under the Offer you may apply for Shares up to a maximum value of $30,000 and you must apply for a minimum value of $1,000 worth of Shares. The Offer will be made subject to any other terms and conditions that the Board considers reasonable and appropriate.

4. Issue Price

Shares will be issued under the Offer at an issue price of $0.52 per Share ( Issue Price ).

The Issue Price is the same as the issue price applicable to the placement to institutional and sophisticated investors to raise approximately $15 million, which was announced on ASX on Monday, 9 August 2021.

The Issue Price represents:

• (a) a 9.6%% discount to $0.575, being the volume weighted average price of Shares traded on ASX over the 5 trading days up to, and including, Wednesday, 4 August 2021 which was the last day of trading of Shares on ASX prior to Highfield's announcement of the Offer; and

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• (b) an 8.0% discount to the last closing price of $0.565 per Share as at 4 August 2021.

5. Risks associated with the Offer

Shareholders should note that there is a risk that the market price of Shares may change between the date of the Offer and the date on which Shares are issued under the Plan. This means it is possible that, between the time you make your application and the date on which Shares are issued under the Plan, you may be able to buy Shares at a lower price than the Issue Price. No cooling-off regime applies in relation to the application for or acquisition of Shares under the Plan.

Shareholders should acknowledged that there are also a number of other risks associated with an investment in Shares under the Offer including those described by the Company from time to time (including in any prospectus lodged with the ASX).

Highfield is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. Highfield recommends that you monitor the Share price and any Highfield announcements, which can be found on Highfield's website at

https://www.highfieldresources.com.au/#INVESTORS or in the financial pages of major Australian metropolitan newspapers, or on ASX's website at www.asx.com.au.

6. Costs of participation

No brokerage, commissions, stamp duty or other transaction costs will be payable by Eligible Shareholders in respect of the application for, and issue of, Shares under the Plan.

7. Acceptance of Offers

7.1 Payment method

If you wish to participate in the Offer, you need to do one of the following:

Option 1 – Payment by BPAY®

We strongly recommend you to apply by paying through BPAY if possible. This is the fastest and easiest way to apply and is recommended in light of potential delays to postal services caused by the COVID-19 pandemic. You do not need to return the Application Form enclosed with this document if you choose this option.

For Eligible Shareholders with an Australian bank account, you may apply for Shares under the Offer by making a BPAY® payment on the internet or by telephone by using the personalised customer reference number shown on your Application Form which is required to identify your holding.

If you are paying for Shares via BPAY® you do not need to return your Application Form, but are taken to make the certifications and representations described in these Terms and Conditions and the Application Form. However, Custodians applying for Beneficiaries must still complete and return a Custodian Certificate.

Payment must be received by no later than the Closing Date. You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY® are received by the Closing Date.

Option 2 – Payment by cheque, bank draft or money order

If you are paying for Shares by cheque, bank draft or money order, please complete and return your Application Form, together with your cheque, bank draft or money order, by no later than the Closing Date (5.00pm (Melbourne time) on 27 August 2021), to:

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Highfield Resources Limited c/- Advanced Share Registry Pty Ltd 110 Stirling Highway NEDLANDS WA 6009

Cheques, bank drafts and money orders must be made payable in Australian dollars to ' Highfield Resources Limited ', crossed 'Not Negotiable' and must be drawn on an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account, as cheques, bank drafts and money orders received may not be represented and may result in your application being rejected.

Shareholders in New Zealand will need to affix the appropriate postage to the reply envelope.

7.2

Further information

For the avoidance of doubt, applications must be received by the Closing Date. Applications received after that time will not be accepted.

Eligible Shareholders may apply for Shares under the Offer in parcels valued at $1,000 (1,923) shares), $2,500 (4,807 shares), $5,000 (9,615 shares), $10,000 (19,230 shares), $15,000 (28,846 shares), $20,000 (38,461 shares) or $30,000 (57,692 shares).

In the absence of a scale back in accordance with section 8 below, Highfield will divide the application money of an Eligible Shareholder by the Issue Price in order to determine the number of Shares for which they have applied (rounded down to nearest whole number of Shares).

If Highfield receives an amount that does not equal one of the amounts specified above, the Company may either:

• (a) reject the application and refund in full the application money (without interest) to the Eligible Shareholder; or

• (b) apply the dollar amount of the payment to the highest designated parcel that is less than the amount of the payment and refund the excess application money (without interest) to the Eligible Shareholder.

If you have more than one holding of Shares and consequently receive more than one Application Form, when applying for Shares in respect of one of those shareholdings you must only use the customer reference number specific to that shareholding as set out in the relevant Application Form. Do not use the same customer reference number for more than one of your shareholdings. This can result in your application monies being applied to your application in respect of only one of your shareholdings (with the result that any application in respect of your remaining shareholdings will not be recognised as valid).

If one or more Application Forms are received under the Plan from an Eligible Shareholder in relation to Shares with a value greater than $30,000 in any 12 month period, the Shareholder will be issued with the maximum number of Shares permitted by the Plan and the terms of the Offer. Any excess subscription monies will be refunded to the Eligible Shareholder (without interest) as soon as reasonably practicable following allocation.

If an Eligible Shareholder subscribes for an amount which is not exactly divisible by the Issue Price, in calculating the number of Shares to be issued, all fractional entitlements will be rounded down to the nearest whole number of Shares. Highfield will not refund any resulting small excess in subscription monies (i.e. $5 or less) which will be deemed to form part of the aggregate issue price for the Shares.

Payments must be made in Australian dollars.

The minimum application for Shares under the Offer is $1,000.

Applications and payments may not be withdrawn or revoked.

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7.3 Board discretion

Despite any other provision of these Terms and Conditions, the Board may, at its sole and absolute discretion, accept, reject, correct or amend your application under the Offer, including, without limitation, if:

• (a) the Company considers that the application (whether alone or in conjunction with other applications) does not comply, or it is not reasonably satisfied that the application (whether alone or in conjunction with other applications) complies, with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 or any other requirements in the ASX Listing Rules or the Act;

• (b) the Application Form is incomplete, incorrectly completed or accompanied by a cheque, bank draft or money order which is not paid in full on first presentation;

• (c) an application is received after the Closing Date;

• (d) an application is made by a Custodian and does not include the required Custodian Certificate;

• (e) the BPAY® payment received in respect of your application is for less than the full, requisite amount; or

• (f) the Board is not reasonably satisfied that you are an Eligible Shareholder.

8. Scale back

The amount that each Eligible Shareholder can apply for under the Plan is capped at $30,000.

The SPP aims to raise a maximum of $4 million, subject to the Board's discretion to increase this maximum amount in its sole and absolute discretion.

Subject to complying with applicable laws and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , Highfield reserves the right to close the Offer early or to scale back applications in its sole and absolute discretion.

The aggregate maximum number of Shares that will be issued under the Plan will not exceed the lesser of:

• (a) 30% of the Shares already on issue (being the applicable maximum specified in Exception 5 in ASX Listing Rule 7.2); and

• (b) the number such that the total amount raised by the issue of the Shares under the Offer equals $4 million, subject to the Board's discretion to increase this amount in its sole and absolute discretion.

If applications from Eligible Shareholders for participation in the Plan in aggregate exceed this limit or any lower limit determined by the Board, the Board will scale back applications to the extent and in the manner that the Board considers appropriate. Should any scale back be necessary, it is the Company's intention that any scale back arrangements will be made having regard to the pro-rata shareholdings of Eligible Shareholders as at the Record Date who apply for Shares under the Plan.

If there is a scale back, Eligible Shareholders may receive less Shares than the number of Shares for which they applied. If a scale back produces a fractional number of Shares when applied to a particular parcel, the number of Shares allocated to an Eligible Shareholder will be rounded down to the nearest whole number of Shares.

In the event of a scale back, the difference between the application monies received, and the number of Shares allocated under the Offer multiplied by the Issue Price, will be refunded to you, without interest, as soon as reasonably practicable following allocation.

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9. Issue of Shares

Highfield intends to issue Shares under the Offer on the Allotment Date Wednesday, 1 September 2021.

All Shares issued under the Plan will rank equally in all respects with all other Shares on issue as at the date of issue and will carry the same voting rights, dividend rights and other entitlements as those Shares.

Highfield will apply for Shares issued under the Plan to be quoted on ASX. It is expected that they will be quoted on ASX shortly after the Allotment Date.

Highfield will, within the period required by the ASX Listing Rules, send Eligible Shareholders, whose application has been accepted by the Board, a holding statement in respect of any Shares issued to them under the Plan.

10. Acknowledgements

If you apply to participate in the Offer by submitting a BPAY® payment or completing and returning the Application Form, you will be deemed to have represented on behalf of each person on whose account you are acting that:

• (a) you acknowledge that you are, and each person on whose account you are acting is, an Eligible Shareholder;

• (b) you agree that your application is made on, and you agree to be bound by, these Terms and Conditions and the terms and conditions set out in the Application Form and Highfield's constitution;

• (c) you declare that all details and statements in your Application Form are true and complete and not misleading;

• (d) your application is irrevocable and unconditional;

• (e) the Company may in its sole and absolute discretion scale back any application and/or participation in the Plan to the extent and in the manner it deems appropriate, including by having regard to the pro rata shareholding of Eligible Shareholders who apply for Shares under the Plan;

• (f) if there is a scale back you may receive less than the number of Shares for which you have applied;

• (g) if your application results in a fractional number of Shares, the number of Shares you will be allotted (subject to the other terms of the Offer, including in relation to any scale back) will be rounded down to the nearest whole number of Shares;

• (h) you are not in the United States and are not acting for the account or benefit of a person in the United States;

• (i) the Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended ( US Securities Act ) or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;

• (j) you have not and will not send any materials relating to the Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person;

• (k) you acknowledge that the Shares may only be offered and sold outside the United States in "offshore transactions" (as defined and in reliance on Regulation S under the US Securities Act);

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• (l) you acknowledge and agree that if in the future you decide to sell or otherwise transfer the Shares, you will only do so in standard brokered transactions on the ASX, where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or the purchaser is, a person in the United States;

• (m) if you are acting as a trustee, nominee or custodian, each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand;

• (n) that the total of the application price for the following does not exceed $30,000:

• (i) the Shares the subject of your application under the Plan;

• (ii) any other Shares applied for by you under the Plan or any similar arrangement in the 12 months before the application;

• (iii) any other Shares which you have instructed a Custodian to acquire on their behalf under the Plan; and

• (iv) any other Shares issued to a Custodian under an arrangement similar to the Plan in the 12 months before the application as a result of an instruction given by you to the Custodian or another Custodian which resulted in you holding beneficial interests in the Shares;

• (o) you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act (insider trading) and laws and regulations designed to restrict terrorism financing and/or money laundering);

• (p) you are not a 'designated person' or 'designated entity' (or other like term) for the purpose of any domestic or international law or regulation implementing United Nations sanctions; and

• (q) you acknowledge that the market price of Shares may change between the date of the Offer and the date on which Shares are issued under the Plan; and that the price you pay per Share under the Offer may exceed the market price of the Shares at the time the Shares are issued, or otherwise allocated, to you under the Offer.

11. Miscellaneous

11.1 Amendment, suspension and termination of the Plan

The Board may, in its discretion, amend, suspend or terminate the Plan at any time and adopt any administrative procedures it thinks appropriate in relation to the Plan. Highfield will notify ASX of any material amendment, suspension or termination of the Plan, but failure to do so will not invalidate the amendment, suspension or termination.

Without limiting any other provision of these Terms and Conditions, the Board may vary the timetable for the Offer, including the Closing Date.

Highfield may issue to any person fewer Shares than subscribed for under the Plan (or none at all), including, if Highfield believes that the issue of those Shares would contravene any law (in any jurisdiction) or the rules of any financial market on which Shares are quoted.

11.2 Administration and Dispute Resolution

Highfield's principal objective in administering the Plan is to facilitate participation consistent with compliance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and all applicable laws and efficient administrative practices. The Board may adopt any administrative procedures it thinks appropriate in relation to the Plan.

Highfield may settle, in any manner it considers appropriate, any difficulties, anomalies or disputes which may arise under or in connection with the operation of the Plan, whether generally or in relation to any participant or class of participants, application or Shares, and the decision of

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Highfield shall be conclusive and binding on all participants and other persons to whom the determination relates.

Highfield reserves the right to waive compliance with any provision of these Terms and Conditions.

11.3 Notices

Notices and statements to Eligible Shareholders may be given in any manner determined by the Board.

11.4 Privacy

Chapter 2C of the Corporations Act requires information about Shareholders (including name, address and details of the shares held) to be included in Highfield's public register. If a Shareholder ceases to be a Shareholder, Chapter 2C of the Corporations Act requires this information to be retained in Highfield's public register. These statutory obligations are not altered by the Privacy Act 1988 (Cth) as amended. Information is collected to administer Shareholders' security holdings.

11.5 No Registration in New Zealand

The Shares under the Offer are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the Offer is being made in reliance on the Financial Markets Conduct Act 2013 (NZ) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (NZ).

This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

11.6 No U.S. Securities Act Registration

This document does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. The Shares have not been and will not be registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States and may not be directly or indirectly, offered, sold or resold to:

• (a) a U.S. Person or a person acting for the account or benefit of a U.S. Person; or

• (b) a person within the United States or a person acting for the account or benefit of a person within the United States.

Because of these legal restrictions, and consistent with the representations contained in these Terms and Conditions and the Application Form, you must not:

• (c) send copies of these Terms and Conditions or any other material relating to the Offer to any person in the United States or who is, or is acting for the account or benefit of, U.S. Persons; or

• (d) submit an Application Form or make payment by BPAY® or otherwise for Shares for any person in the United States or who is, or is acting for the account or benefit of, U.S. Persons.

11.7 Taxation

Highfield makes no representations or warranties in respect of, and accepts no responsibility for, the liability of Eligible Shareholders to pay, any tax (including income tax and withholding tax) in respect of any issue of Shares, payment or other transaction under this Plan.

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11.8 Shortfall

Highfield reserves its right to place any shortfall under the Plan at a price no less than the Issue Price, in accordance with its share issue capacity under the ASX Listing Rules or with the approval of shareholders in accordance with the ASX Listing Rules.

11.9 Underwriting

The Offer will not be underwritten.

11.10 Governing law

The Offer is governed by the law in force in Victoria. By accepting the Offer you submit to the nonexclusive jurisdiction of the courts of Victoria.

12. Glossary

Capitalised terms in these Terms and Conditions have the meaning set out below unless the context otherwise requires.

Advanced	Advanced Share Registry Pty Ltd, the Company's share registry
Application Form	the personalised application form enclosed with these Terms and Conditions.
ASIC	the Australian Securities and Investments Commission.
ASX	ASX Limited or the financial market it operates, the Australian Securities Exchange, as the context requires.
ASX Listing Rules	means the listing rules of ASX as they are amended from time to time.
Beneficiary	a person who resides in either Australia or New Zealand for whom a Custodian (being an Eligible Shareholder) held Shares on behalf of on the Record Date, and who is not, or is not acting for the account or benefit of, a U.S. Person.
Board	the board of directors of Highfield.
Corporations Act	means the_Corporations Act 2001_(Cth).
Custodian	has the meaning given to that term in paragraph 4 of_ASIC Corporations (Share_ _and Interest Purchase Plans) Instrument 2019/547_and applies where that entity acts on behalf of more than one registered Beneficiary.
Custodian Certificate	a certificate complying with paragraph 8 of_ASIC Corporations (Share and_ Interest Purchase Plans) Instrument 2019/547.
Eligible Shareholder	has the meaning given to that term in section 2 of these Terms and Conditions.
Highfield or Company	Highfield Resources Limited ACN 153 918 257.
Issue Price	has the meaning given to that term in section 4 of these Terms and Conditions.
Offer	the offer of Shares under the Plan.
Placement	the placement of Shares to institutional and sophisticated investors, announced on Monday, 9 August 2021.
Plan	the share purchase plan which is the subject of these Terms and Conditions.
Share	a fully paid ordinary share in the capital of Highfield.
Shareholder	a holder of one or more Shares.
Terms and Conditions	these terms and conditions.
U.S. Person	has the meaning given in section 2 of these Terms and Conditions.

Highfield Resources Limited | Share Purchase Plan

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All Registry communications to: Advanced Share Registry Ltd PO Box 1156

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Nedlands WA 6909 Tel: (61 8) 9389 8033 Fax: (61 8) 6370 4203

Investor website: www.advancedshare.com.au

Record Date 7.00pm (Melbourne time) 6 August 2021 Offer opens 9.00am (Melbourne time) 17 August 2021 Offer closes 5.00pm (Melbourne time) 27 August 2021

SHARE PURCHASE PLAN (“SPP”) APPLICATION FORM

How do I apply for Shares under the SPP?

• Carefully read the Terms and Conditions in the SPP Documents (SPP Terms and Conditions) accompanying this form and the Important Information on the reverse of this form.

• Decide on the amount of Shares you wish to apply for.

• Pay for the Shares in accordance with the instructions outlined in the SPP Terms and Conditions and the further instructions on the reverse of this form. Option 1: Paying by BPAY[®] .

Option 2: Paying by cheque, bank draft or money order. • Payments must be made in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by BPAY[®]

If paying by BPAY[®] , you do NOT need to complete or return this Application Form. By paying by BPAY[®] you will be deemed to have made the statements and certifications that are set out in the Important Information notice on the reverse of this form.

Payment must be received by the Registry by BPAY[®] by 5.00pm Melbourne time 27 August 2021. By paying by BPAY[®] , you will be deemed to have completed an Application Form for the number of Shares the subject of your application payment. If you make a payment by

BPAY[®] and Highfield Resources Limited (“ Company ”) receives an amount which is not equal to either $1,000, $2,500, $5,000, $10,000, $15,000, $20,000 or $30,000, Company may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.

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[ Insert BPAY identifier details ]

Telephone & Internet Banking – BPAY[®]

Option 2: Paying by Cheque, Bank Draft or Money Order

If paying by cheque, bank draft or money order complete and return the Application Form with your payment.

• A. Tick the box beside the amount you wish to apply for, either $1,000, $2,500, $5,000, $10,000, $15,000, $20,000 or $30,000.

• B. Enter your cheque, bank draft or money order details. The amount of your application payment should be equal to the amount applied for in section A. Cheques, bank drafts or money orders must be drawn on an Australian financial institution in Australian currency, made payable to “ Highfield Resources Limited ” and crossed “ Not Negotiable ”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either $1,000, $2,500, $5,000, $10,000, $15,000, $20,000 or $30,000, Company may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.

• C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

® Registered to BPAY Pty Ltd ABN 69 079 137 518

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A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):
A$1,000 OR A$2,500 OR A$5,000 OR A$10,000 OR A$15,000 OR A$20,000 OR A$30,000
B Make your cheque, bank draft or money order payable to “Highfield Resources Limited” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
C Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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IMPORTANT INFORMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase Shares under the SPP, there is no need to take action.

3. Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the application payment by BPAY[®] or you submit your Application Form with your Application Monies.

4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 you must complete and submit an additional certificate certifying the matter sets out in section 8(3) of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (the "Certificate") before your application for Shares is accepted. The Certificate can be obtained by contacting the Registry: 08 9389 8033 (in Australia) or +61 8 9389 8033 (outside of Australia). Applications received by custodians that are not accompanied by the Certificate will be rejected.

6. For applicants that are not required to complete the Certificate, by submitting the Application Form (with a cheque, bank draft or money order) or making payment by BPAY[®] , you certify that the aggregate of the payment made by you for:

7. the parcel of Shares indicated on the Application Form or BPAY[®] payment; and

8. any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Application Form or payment by BPAY[®]

9. does not exceed A$30,000.

10. By submitting the Application Form (with a cheque, bank draft or money order) or making payment by BPAY[®] , you will be deemed to have made the representations and declarations set out in the SPP Terms and Conditions.

11. The Company reserves the right to make amendments to this Application Form where appropriate.

12. Applicants are not assured of receiving the Shares for which they have applied as the Company may scale back applications in accordance with the SPP Terms and Conditions.

How to Lodge your Application Form and Application Monies

The Application Form and the Application Monies must be received by the Registry no later than the closing date shown overleaf. If paying by BPAY[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for BPAY[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address or Hand Delivery Advanced Share Registry Advanced Share Registry PO Box 1156 110 Stirling Highway Nedlands WA 6909 Nedlands WA 6009

Make sure you send your Application Form and the Application Monies allowing enough time for mail delivery, so Advanced Share Registry Services Ltd receives them no later than 5.00pm (Melbourne time) 27 August 2021. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. The Company reserves the right not to process any Application Form and the Application Monies received after the closing date referred to above.

If you require information on how to complete this Application Form, please contact the Share Registry on: 08 9389 8033 (in Australia) or +61 8 9389 8033 (outside of Australia).