JAMESON RESOURCES LIMITED — AGM Information 2022

Oct 27, 2022

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JAMESON RESOURCES LIMITED

ACN 126 398 294

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 2:00 pm (Brisbane time)

DATE : Monday, 28 November 2022

VENUE : Via Online Meeting Platform

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00 pm (Sydney Time) on Thursday, 24 November 2022.

Jameson Resources Limited | Notice of Annual General Meeting

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IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Annual General Meeting of Jameson Resources Limited ( Company ) will be held via an online meeting platform provided by the Company’s share registry, Automic, at 2:00 pm (Brisbane time) on Monday, 28 November 2022, details of which are as provided in this notice ( Virtual AGM ).

Shareholders will be able to watch, listen, ask questions and vote online at the Virtual AGM.

Virtual AGM

If you wish to attend the Virtual AGM (which will be broadcast as a live webinar) please pre-register your attendance here:

https://us02web.zoom.us/webinar/register/WN_HFL1b_s7S9qQrV ZPKOIB7A

After registering, you will receive a confirmation containing information on how to attend the Virtual AGM.

Questions from Shareholders at the Virtual AGM

The Company will also provide Shareholders the opportunity to ask questions in writing or orally during the Virtual AGM in respect of the formal items of business as well as general questions in respect of the Company and its business. A representative of HLB Mann Judd (WA Partnership), as auditor of the Company, will attend the Virtual AGM and the Chair will allow a reasonable opportunity for Shareholders to ask the auditor questions about:

• the conduct of the audit;

• the preparation and content of the Auditor’s Report;

• the accounting policies adopted by the Company in relation to the preparation of financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

As required under section 250PA of the Corporations Act, the Company will make available at the Meeting those questions directed to the auditor received in writing at least 5 Business Days prior to the Meeting, being questions which the auditor considers relevant to the content of the Auditor's Report or the conduct of the audit of the annual Financial Report for the year ended 30 June 2022. The Chair will allow a reasonable opportunity for the auditor to respond to the questions set out on this list.

Shareholders are also encouraged to submit written questions in advance of the Virtual AGM. Written questions can be submitted in writing to the Company Secretary, Lisa Dalton at lisadalton@jamesonresources.com.au at least 5 Business Days before the Virtual AGM, being 5pm, Friday, 18 November 2022.

Voting in Person at the Virtual AGM

The Directors have resolved that Shareholders and their proxies will not be able to attend the Meeting physically due to the meeting

being held virtually and all directors being in various geographical locations.

Shareholders will however be able to watch and attend the Meeting via an online meeting platform provided by the Company’s share registry, Automic, and are encouraged to lodge their votes in accordance with the instructions set out in the Proxy Form. All Shareholders participating in the meeting virtually are taken for all purposes to be present in person at the meeting while so participating.

Voting by proxy at the Virtual AGM

To vote by proxy, please complete and sign the enclosed Proxy Form in accordance with the instructions set out on the Proxy Form or lodge online via the link detailed below. The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) must be received at an address given below by 2:00 pm (Brisbane time) on Thursday, 24 November 2022. Any Proxy Form received after that time will not be valid.

Proxy votes may also be completed and lodged online using the following link:

https://investor.automic.com.au/#/loginsah

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise on the Proxy Form. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes that each proxy may exercise, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise onehalf of the votes.

Proxy vote if appointment specifies way to vote: Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if

it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair proxy to Chair in certain circumstances : Section 250BC of the Corporations Act provides that, if:

1

Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's Shareholders; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

  1. Click on “Register” and follow the steps

  2. Click on the URL to join the webcast where you can view and listen to the virtual meeting

  3. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• Select your voting direction and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted.

• the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Further information with respect to virtual meeting registration, voting and online proxy lodgment from Automic is annexed to this Notice of Meeting at Schedule 5.

Voting virtually

Shareholders who wish to vote virtually at the Virtual AGM will need to log into the Automic website (https://investor.automic.com.au/#/home) with their username and password.

All votes that are submitted online will be taken as a poll via proxy or online voting. All resolutions will be decided on a poll.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Virtual AGM to avoid any delays on the day of the Virtual AGM.

How do I create an account with Automic?

To create an account with Automic:

1. Please visit Automic’s website (https://investor.automic.com.au/#/home)

2. Click on ‘register’ and follow the steps

3. Shareholders will require their Security Reference Number (SRN) or Holder Identification Number (HIN) to create an account with Automic.

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

To access the virtual meeting:

1. Open your internet browser and go to: http\investor.automic.com.au

2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “View” when this appears

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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AGENDA | BUSINESS OF THE MEETING

Financial Statements and Reports

To receive and consider the annual Financial Report of the Company for the financial year ended 30 June 2022 together with the Declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2022.”

Note: In accordance with the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement:

Pursuant to section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• a. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• b. the voter is the Chair and the appointment of the Chair as proxy:

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

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

See also 'Important Information about appointing a proxy for Resolutions 1, 3 and 4 ' below for additional requirements and voting exclusions relating to certain proxies.

Resolution 2 – Re-election of director – Ms Nicole Hollows

Resolution 3 – Renewal of Shareholder Approval of Employee Incentive Plan

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

"That, for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve the issue of securities under the Company’s "Employee Incentive Plan" for a period of 3 years commencing on the date of this Meeting, the terms of which are summarised in the Explanatory Statement."

Voting Exclusion Statement:

For the purposes of Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is eligible to participate in the Employee Incentive Plan or an Associate of those persons.

However, this does not apply to a vote cast in favour of the above Resolutions by:

• § the person as proxy or attorney for a person who is entitled to vote on a Resolution, in accordance with directions given to the proxy or attorney to vote on a Resolution in that way; or the Chair of the meeting as proxy or attorney for a person who is entitled to vote on a Resolution, in accordance with a direction given to the chair to vote on a Resolution as the chair decides; or

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

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

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

See also 'Important Information about appointing a proxy for Resolutions 1, 3 and 4 ' below for additional requirements and voting exclusions relating to certain proxies.

Resolution 4 – Grant of Long Term Incentive Options to Mr Michael Gray

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,440,000 Long Term Incentive Options to Mr Michael Gray (or his nominee) under the Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

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

“That, for the purpose of clause 13.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Ms Nicole Hollows, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

For the purposes of Listing Rule 14.11, the Company will also disregard any votes cast in favour of Resolution 4 by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 (being any Director, an Associate of any Director, and any person whose relationship with a Director or an Associate of a Director is such that, in ASX's opinion, an acquisition of Shares under the Employee Incentive Plan should be approved by Shareholders) who

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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is eligible to participate in the Employee Incentive Plan and any Associate of such persons.

However, this does not apply to a vote cast in favour of the above Resolutions by:

• § the person as proxy or attorney for a person who is entitled to vote on a Resolution, in accordance with directions given to the proxy or attorney to vote on a Resolution in that way; or the Chair of the meeting as proxy or attorney for a person who is entitled to vote on a Resolution, in accordance with a direction given to the chair to vote on a Resolution as the chair decides; or

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

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

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

See also 'Important Information about appointing a proxy for Resolutions 1, 3 and 4 ' below for additional requirements and voting exclusions relating to certain proxies.

Resolution 5 – Approval of Listing Rule 7.1A Mandate

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling 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 for a period of 12 months from the date of the Meeting on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

A voting exclusion statement is not required to be included in this Notice as at the time of dispatching the Notice it is not proposing to make an issue of Equity Securities under the 7.1A Mandate.

To be passed this special resolution requires the approval of at least 75% of the votes cast by Shareholders.

Resolution 6 – Renewal of Proportional Takeover Provisions in the Constitution

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

"That, for the purpose of 648G of the Corporations Act and for all other purposes, the proportional takeover provisions in Rule 35 of the Company’s Constitution be re-inserted and renewed for a further period of three years commencing from the date of this Annual General Meeting."

To be passed this special resolution requires the approval of at least 75% of the votes cast by Shareholders.

Resolution 7 – General Amendments to Constitution

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

“That the Constitution of the Company be amended by making the deletions, insertions, and changes marked-up in the copy of the Constitution which is tabled at the Meeting and signed by the Chair of the Meeting for the purposes of identification.”

Note: The proposed amendments to Jameson’s Constitution are described in the Explanatory Notes to this Notice. A copy of the Constitution marked-up with the proposed amendments is available on our website at www.jamesonresources.com\investors\meetings .

Alternatively, Shareholders can request a copy by contacting the Company Secretary, Lisa Dalton by email at lisadalton@jamesonresources.com.au

To be passed this special resolution requires the approval of at least 75% of the votes cast by Shareholders.

Important Information about appointing a proxy for Resolutions 1, 3 and 4

A person appointed as proxy must not vote, on the basis of that appointment, on either Resolution 1, 3 or 4 if:

• § the person is either:

• a member of the Key Management Personnel; 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, this does not apply if:

• § the person is the Chair; and

• § the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If you appoint the Chair of the meeting as your proxy, but you do not direct them how to vote on these resolutions, you will be authorising the Chair to vote on these resolutions even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair intends to vote all undirected proxies in favour of all resolutions.

If you wish to appoint any other member of the Key Management Personnel or a Closely Related Party of such a member as your proxy, you should ensure that you direct your proxy how to vote on those resolutions by completing any of the 'For', "Against' or 'Abstain' boxes for those resolutions on the proxy form or they will not be able to vote.

Dated: 27 October 2022 By order of the Board

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Lisa Dalton Company Secretary

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Virtual AGM and to provide information which the Directors believe to be material to Shareholders in deciding how to vote on the Resolutions.

Previous voting results

At the Company’s 2021 Annual General Meeting, the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a spill resolution will not under any circumstances be required for the 2022 Annual General Meeting.

Voting exclusion statement

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.

FINANCIAL STATEMENTS AND REPORTS

The Corporations Act requires that the Directors’ Report, Auditors’ Report and the Financial Statements of the Company for the year ended 30 June 2022 be tabled at the Meeting. These reports are contained in the Company’s Annual Report for the financial year ended 30 June 2022.

Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders on the reports and financial statements. However, Shareholders will be given reasonable opportunity to raise questions on these reports and ask questions of the auditor.

The Company’s annual Financial Report is available on its website at www.jamesonresources.com.au .

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

General

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

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual Financial Report of the Company for the financial year ended 30 June 2022.

The Chair of the Meeting must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

Voting consequences

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of votes that are cast are against the adoption of the Remuneration Report at two consecutive annual general meetings of the Company, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

A voting exclusion statement is set out in the Notice of Meeting for Resolution 1.

Directors’ recommendation

The Directors decline to make a recommendation as to how Shareholders should vote in respect of Resolution 1 as they each hold a material personal interest in the outcome of the Resolution.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS NICOLE HOLLOWS

Background

Resolution 2 seeks Shareholder approval for the re-election of Ms Nicole Hollows, as a Director of the Company.

Clause 13.2 of the Constitution provides that:

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• at the Company's annual general meeting in every year, onethird of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;

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• the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;

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• a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and

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• in determining the number of Directors to retire, no account is to be taken of:

• (i) a Director who has been appointed by the Board to fill a casual vacancy or as an addition to the existing Directors and only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/or

• (ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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The Company currently has 3 Non-Executive Directors and accordingly 1 must retire at the Meeting.

Ms Nicole Hollows, the Director longest in office since her last election, retires by rotation and seeks re-election at the Meeting. Ms Nicole Hollows was first appointed as a Director on 20 March 2020 and elected as a Director by shareholders on 19 November 2020.

Location

Ms Hollows is located in Brisbane.

Directors’ recommendation

The Directors (other than Ms Hollows who has a material personal interest in the outcome of the Resolution and declines to make a recommendation) support the re-election of Ms Hollows and recommend that Shareholders vote in favour of Resolution 2.

Biography – Ms Nicole Hollows

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Appointed

RESOLUTION 3 – RENEWAL OF SHAREHOLDER APPROVAL OF EMPLOYEE INCENTIVE PLAN

Background

The Company’s Employee Incentive Plan was initially approved by Shareholders at the Company’s 2019 Annual General Meeting.

The Employee Incentive Plan is used as the vehicle to provide incentive arrangements for Directors and senior employees. The Employee Incentive Plan is governed by the Employee Incentive Plan Rules ( Rules ).

15 March 2020

Subsidiary Responsibilities

Chairman, NWP Coal Canada Limited

Director, Dunlevy Energy Inc.

Committee Responsibilities

A summary of the terms of the Employee Incentive Plan is set out in Schedule 3.

Pursuant to the Employee Incentive Plan, the Board may grant Options to the eligible persons described below, in accordance with the Rules and otherwise on the terms and conditions set by the Board at its discretion.

Chairman Nomination and Remuneration Committee

Member Audit and Risk Committee

Qualifications Bachelor of Business – Accounting Graduate Diploma in Advanced Accounting (Distinction)

Chartered Accountant

Fellow Australian Institute of Company Directors

Graduate Diploma in Company Secretarial Practice

Member, Chief Executive Women

Experience

Ms Hollows has over 20 years’ experience in the resources sector and has been responsible for exploration, evaluation, financing, development and operations of steelmaking coal mines. Her experience spans operational management, strategy, accounting and finance, mergers and acquisitions, risk management and corporate governance. Ms Hollows previous roles include Chief Executive Office/Managing Director of Macarthur Coal Limited (acquired by Peabody Energy), Managing Director of AMCI Australia and South East Asia, and Chief Executive Officer of Sunwater Limited.

Ms Hollows is a Non-Executive director of Chief Executive Women. She was previously a member of the advisory committee of the Salvation Army Queensland Advisory Council.

Directorships of Other Listed Entities

Downer EDI Limited Qube Holdings Limited Bankruptcy and Criminal History

Resolution 3 seeks Shareholder approval of the issue of Options under the Employee Incentive Plan for the purposes of Listing Rule 7.2 (Exception 13(b)).

A copy of the Employee Incentive Plan will be made available from the Company free of charge upon request of Shareholders.

Regulatory Requirements

Shareholder approval is not required under the Corporations Act or the Listing Rules for the operation of the Employee Incentive Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the issue limits imposed by Listing Rules 7.1 and 7.1A on the number of securities that may be issued without shareholder approval. Listing Rule 7.2 exception 13(b) provides that an exception from the limits in Listing Rules 7.1 and 7.1A for issues of securities under an employee incentive scheme if within 3 years from the issue date shareholders have approved the issue of securities under the employee incentive scheme as an exception to those rules.

Objectives of the Employee Incentive Plan

The objectives of the Employee Incentive Plan are to:

• establish a method by which eligible persons can participate in the future growth and profitability of the Company;

• provide an incentive and reward for eligible participants for their contributions to the Company;

• attract and retain a high standard of managerial and technical personnel for the benefit of the Company; and

• align the interests of eligible participants more closely with the interests of Shareholders, by providing an opportunity for eligible participants to hold an equity interest in the Company.

Nil to report.

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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Securities issued under the Employee Incentive Plan

Since the date of the last approval of the Employee Incentive Scheme:

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• 2,500,000 unlisted options have been issued to a nominee of the Chair, Ms Nicole Hollows, following shareholder approval at the 2020 Annual General Meeting; and

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• 1,400,000 unlisted options have been issued under the Employee Incentive Plan to a nominee of the Managing Director, Michael Gray, following shareholder approval at the Annual General Meeting held on 14 January 2022.

Maximum Number of Equity Securities to be issued under the Employee Incentive Plan following the approval

The maximum number of equity securities proposed to be issued under the Employee Incentive Plan over the next three years is 4.7 million.

This includes the 1,440,000 Long Term Incentive Options for which approval is sought under Resolution 4.

Voting exclusion statement

A voting exclusion statement is set out in the Notice of Meeting for Resolution 3.

Directors’ Recommendation:

The Directors, with the exception of Mr Michael Gray who has an interest in the outcome of this Resolution, recommend that all Shareholders cast all their votes in favour of Resolution 3. It will allow the Company to issue securities for the benefit of participants of the Employee Incentive Plan whilst preserving the Company’s placement limits of issuing securities and provide flexibility in the manner in which the Employee Incentive Plan is managed.

As stated in the Notice of Meeting, any vote cast in respect of Resolution 3 by a Director and any Associate of a Director will be disregarded, except as stated in the Notice of Meeting.

Applicable Listing Rules

Listing Rule 10.14 provides that a company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without obtaining approval of its shareholders:

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• a director of the company (Listing Rule 10.14.1);

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• an Associate of a director of the company (Listing Rule 10.14.2); or

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• a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders (Listing Rule 10.14.3).

The proposed issue of Long Term Incentive Options to Mr Gray falls within Listing Rule 10.14.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

Resolution 4 seeks the required Shareholder approval for the issue of Long Term Incentive Options pursuant to the Employee Incentive Plan under and for the purposes of Listing Rule 10.14.

If Resolution 4 is passed, the Company will be able to proceed with the issue of Long Term Incentive Options under the Employee Incentive Plan as a way to incentivise and align the interests of the Company’s Managing Director with the financial success of the Company. The issue of the Long Term Incentive Options will not reduce the Company's 15% capacity under Listing Rule 7.1 or 7.1A.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Long Term Incentive Options. In such a scenario, the Company may have to incentivise its Managing Director with other means or with cash payments which will mean less cash for the Company to direct towards its current projects and working capital.

Any future issues of Equity Securities under the Employee Incentive Plan to a related party will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

Specific information required by Listing Rule 10.15

RESOLUTION 4 – ISSUE OF LONG TERM INCENTIVE OPTIONS TO MR MICHAEL GRAY

General

Resolution 4 seeks Shareholder approval for the issue of up to 1,440,000 Long Term Incentive Options under the Company’s Employee Incentive Plan to Mr Michael Gray (or his nominee).

The Company’s Employee Incentive Plan was first approved by Shareholders at the Company’s 2019 Annual General Meeting and is the subject of a refreshed approval at Resolution 3.

The Directors consider that to give the remuneration comprising the proposed grant of Long Term Incentive Options the subject of Resolution 4 is reasonable given the circumstances of the Company and Mr Gray's circumstances, including the responsibilities involved in his employment and as a Director, and, as such falls within the exception set out in section 211 of the Corporations Act from the related party transaction provisions in Chapter 2E of the Corporations Act.

The following information in relation to the issue of Long Term Incentive Options under the Employee Incentive Plan is provided to Shareholders for the purposes of Listing Rule 10.15:

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• Mr Gray (or his nominee) is the proposed recipient of Long Term Incentive Options;

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• Mr Gray is a Director of the Company and thus falls within Listing Rule 10.14.1;

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• The Company proposes to grant to Mr Gray 1,440,000 Long Term Incentive Options;

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• Details of Mr Gray’s remuneration package for the current financial year (including the proposed Long Term Incentive Options to be considered at the Meeting, and including superannuation) is set out in the table below:

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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Related Party

2022/2023 Financial Year

Michael Gray

• $288,0001 • Participation in the Company’s short term incentive plan which entitles Mr Gray to a cash bonus equivalent to up to 50% total fixed remuneration, subject to meeting Key Performance. Indicators established by the Board • Participation in the Company’s long term incentive plan which entitles Mr Gray to an equity bonus equivalent to up to 50% total fixed remuneration, subject to service and performance conditions. 1Mr Gray works a 4-day week. This amount reflects the annual total fixed remuneration (base plus superannuation) he is entitled to in 2022/23 based on being employed on a 4-day per week basis. If Mr Gray works 5 days per week, the total fixed remuneration increases proportionally for the period of time he works 5 days per week.

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• 1,400,000 Long Term Incentive Options have previously been granted to Mr Gray under the Employee Incentive Plan following shareholder approval at the AGM held on 14 January 2022. No acquisition price was paid by Mr Gray for the grant of the Long Term Incentive Options and Mr Gray has not yet exercised any of the Long Term Incentive Options;

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• For a summary of the terms and conditions attaching to the Long Term Incentive Options and the valuation methodology of the Long Term Incentive Options proposed to be granted to Mr Gray, refer to Schedule 1 and Schedule 2 to this Notice respectively;

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• The Long Term Incentive Options proposed to be issued to Mr Gray pursuant to Resolution 4 have been independently valued by Mr Peter Gray, a director of the Corporate Advisory Division of Moore Australia Corporate Finance (WA) Pty Ltd, acting independently. The value of the Long Term Incentive Options and the pricing methodology is described at Schedule 2;

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• The estimated total value of Long Term Incentive Options proposed to be granted to Mr Gray is $27,320.

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• The Long Term Incentive Options will be issued no later than 3 months from the date of the Meeting;

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• The Long Term Incentive Options are being issued to Mr Gray at a nil issue price pursuant to the terms of the Employee Incentive Plan; and

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For a summary of the Employee Incentive Plan, refer to Schedule 3.

Statement required by Listing Rule 10.15:

Details of any securities issued under the Employee Incentive Plan will be published in the annual report of the Company relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the scheme after the Resolution is approved and who were not named in the Notice of Meeting will not participate until approval is obtained under that rule.

Voting exclusion statement

A voting exclusion statement is set out in the Notice of Meeting for Resolution 4.

Directors’ recommendations

Ms Hollows and Messrs Nicholls and van Barneveld recommend that Shareholders vote in favour of Resolution 4 as:

• (a) the grant of Long Term Incentive Options to Mr Gray, and in particular, the exercise price of the Long Term Incentive Options will align the interests of Mr Gray with those of Shareholders;

• (b) the grant of the Long Term Incentive Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Gray; and

• (c) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Securities upon the terms proposed.

Mr Gray has a material personal interest in the outcome of Resolution 4. Accordingly, Mr Gray declines to make any recommendations as to how Shareholders should vote on Resolution 4.

RESOLUTION 5 – APPROVAL OF LISTING RULE 7.1A MANDATE

General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 5 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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in Listing Rule 7.1A to issue Equity Securities without shareholder approval.

If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 5:

Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• § the date that is 12 months after the date of this Meeting;

• § the time and date of the Company’s next annual general meeting; and

• § the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

Number of Shares on Issue at date of NOM	Issue Price (per Share)		Dilution
		$0.0325	$0.065	$0.13
		(50% decrease in current issueprice)	(Current price)	(100% increase in current issue price)
348,203,312	10% Voting Dilution	34,820,331 Shares	34,820,331 Shares	34,820,331 Shares
	Funds Raised	$1,131,661	$2,263,322	$4,526,643
522,304,968 (50% increase)*	10% Voting Dilution	52,230,497 Shares	52,230,497 Shares	52,230,497 Shares
	Funds Raised	$1,697,491	$3,394,982	$6,789,965
696,406,624 (100% increase)*	10% Voting Dilution	69,640,662 Shares	69,640,662 Shares	69,640,662 Shares
	Funds Raised	$2,263,322	$4,526,643	$9,053,286

• The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

Minimum issue price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash at a price which is not less than 75% of the volume weighted average market price of Equity Securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• § the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• § if the Equity Securities are not issued within 10 trading days of the date described above, the date on which the Equity Securities are issued.

Use of funds raised under the 7.1A Mandate

The Company may seek to issue Equity Securities under the 7.1A Mandate to fund business growth, to acquire new assets or make investments, to develop the Company’s existing assets and operations and for general working capital.

Risk of economic and voting dilution

Shareholders should note that, when issuing Equity Securities under the 7.1A Mandate, there is a risk that:

• § the market price for the Company’s Equity Securities may be significantly lower on the date of issue than on the date of the Meeting; and

• § the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the date of issue.

Any issue of Equity Securities under the 7.1A Mandate will dilute the economic and voting interests of Shareholders who do not receive any Shares under the issue.

The table above uses the following assumptions:

1. The Current Variable A set out above is based on the number of Share on issue at the date of this Notice of Meeting

2. The issue price set out above is the closing price of the Shares on the ASX on 25 October 2022, being $0.065

3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1 and Rule 7.1A, or subsequently ratified under Listing Rule 7.4 at this Meeting.

5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

8. 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%.

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

Allocation under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, such recipients of Equity Securities could consist of current Shareholders or new

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of issue pursuant to the 7.1A Mandate with regard to the following:

• (a) the purpose of the issue;

• (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

• (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

an offer made under such a proportional off-market bid is prohibited unless and until a Resolution to approve the proportional off-market bid is passed. The Corporations Act and the Constitution require the directors to convene a meeting to consider such a Resolution.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle and assist in ensuring that any partial bid is appropriately priced.

• (e) prevailing market conditions; and

Knowledge of any acquisition proposals

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

Previous approvals under Listing rule 7.1A

The Company obtained Shareholder approval for a current 7.1A Mandate at its Annual General Meeting held on 14 January 2022. No Equity Securities have been issued pursuant to Listing Rule 7.1A by the Company since that Annual General Meeting.

Voting Exclusion

A voting exclusion statement is not required to be included in this Notice as at the time of dispatching the Notice it is not proposing to make an issue of Equity Securities under the renewed 7.1A Mandate.

Directors’ Recommendation

The directors recommend that shareholders vote in favour of this resolution.

RESOLUTION 6 | RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

Rule 35 of the Company’s Constitution currently contains provisions dealing with proportional takeover bids for the Company’s shares in accordance with the Corporations Act. The provisions prohibit the transfer of shares under a proportional takeover bid unless a proportional takeover bid resolution is passed by the shareholders in a general meeting approving the offer.

Under the Corporations Act and Rule 35 of the Company’s Constitution, these provisions must be renewed every three years, or they cease to have effect. The provisions have not been renewed within the past three years.

Given that the existing Rule 35 is expired, this resolution is a special resolution to reinsert and renew the proportional takeover provisions in Rule 35 of the Constitution, to operate for a period of three years from the date of the 2022 AGM.

If renewed, the provisions contained in Rule 35 will operate on the same basis as previously, for three years from the date of the 2022 AGM.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

As at the date of this Notice of Meeting, no Director is aware of any binding proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (g) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• (h) assisting in preventing Shareholders from being locked in as a minority;

• (i) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

• (j) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (k) proportional takeover bids may be discouraged;

• (a) lost opportunity to sell a portion of their Shares at a premium; and

• (b) the likelihood of a proportional takeover bid succeeding may be reduced.

The Directors consider that the potential advantages for shareholders of the provisions outweigh the potential disadvantages for shareholders.

Recommendation

For the reasons set out above, the Board unanimously recommends that shareholders vote in favour of this resolution. The Chair of the AGM intends on voting all available proxies in favour of this resolution.

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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RESOLUTION 7 – AMENDMENT TO THE CONSTITUTION

General

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders. Resolution 7 is proposed as a special resolution. A special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

General amendments

The ASX is currently considering proposed changes to their data governance arrangements for the replacement of CHESS with a new system that uses distributed ledger technology (CHESS Replacement).

CHESS currently involves the recording of holder registration details in an unstructured format, with the number of possible joint holders for each HIN not being system-determined but instead tied to the practical 180-character limitations on recording holders’ names, address and any other relevant registration details. CHESS Replacement will involve the recording of holder registration details in a structured format and will allow up to four joint holders of a security. The Company's constitution currently limits the number of registered joint holders of a security to three joint holders. In preparation for this enhancement, ASX has suggested to issuers that certain changes be made to issuer constitutions, by either removing this restriction or amending the limit. The company is proposing to amend the limit to be the number of registered joint holders of a share as permitted under the Listing Rules and ASX Settlement Operating Rules.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the Chair of the Meeting.

Closely Related Party has same meaning given to that term in section 9 of the Corporations Act, being, in relation to a member of the Key Management Personnel:

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• a spouse or child of the member;

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• a child of the member’s spouse;

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• a dependent of the member or the member’s spouse;

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

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• a company the member controls; or

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

Company means Jameson Resources Limited (ACN 126 398 294).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

In addition, the Company is seeking to recognise electronic signing and communication of documents as permitted by the law and make some other minor amendments.

A copy of the amended Company Constitution, marked up to show the proposed change, is available on the Company's website at www.jamesonresources.com.au/investors . Copies may also be obtained by emailing the Company Secretary at lisadalton@jamesonresources.com.au

Recommendation

For the reasons set out above, the Board unanimously recommends that shareholders vote in favour of this resolution. The Chair of the AGM intends on voting all available proxies in favour of this resolution.

Equity Security has the meaning given in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning given to that term in section 9 of the Corporations Act, being those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

G L O S S A R Y

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

Long Term Incentive Options means Options proposed to be granted pursuant to Resolution 4 on the terms set out in Schedule 1.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

ASIC means the Australian Securities & Investments Commission.

Proxy Form means the proxy form accompanying the Notice.

Associate has the meaning given in the Listing Rules.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Related Party has the same meaning as given to that term in the Corporations Act.

Remuneration Report means the Remuneration Report set out in the Directors’ Report section of the Company’s annual Financial Report for the year ended 30 June 2022.

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Rules means the rules associated with eligibility and participation in the Employee Incentive Plan.

Shareholder means a registered holder of a Share.

7.1A Mandate has the meaning given in the Explanatory Note for Resolution 5.

.

Share means a fully paid ordinary share in the capital of the Company.

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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SCHEDULE 1 – TERMS AND CONDITIONS OF LONG TERM INCENTIVE OPTIONS

1. ENTITLEMENT

Each Long Term Incentive Option entitles the holder to subscribe for one Share upon exercise of the Long Term Option.

	Each Long Term Incentive Option entitles the holder to subscribe for one Share upon exercise of the Long Term Option.	Each Long Term Incentive Option entitles the holder to subscribe for one Share upon exercise of the Long Term Option.
2.	LONG TERM INCENTIVE OPTION CONDITIONS
	Total Number of Options	1,440,000
	Exercise Price per Option	A$0.10
	Performance Period	Performance Period 1 July 2022 to 30 June 2025 (3 Years)
		• Tranche 1 – 33.3% (480,000) of the Options will vest if finance is secured to enable a final investment decision (FID) to proceed with development of the Crown Mountain Project on or before 3o June 2025 • Tranche 2 - 33.3% (480,000) of the Options are subject to FID for commencement of construction at Crown Mountain by 30 Jun 2025 with supporting pre-development and operational plans. • Tranche 3 - 33.3% (480,000) of the Options will vest if JAL Board approves a value accretive acquisition or merger before 31 Dec 2024.
	Performance Hurdles for Options
		• Achieve the Performance Hurdles during the Performance Period • Remain employed by Jameson in capacity of Managing Director up until and including 31 August 2025 (Vesting Date)
	Vesting Conditions
	Vesting Date	31 August 2025
		Exercisable between 1 September 2025 and Expiry Date of Options, subject to Share Trading Policy restrictions
	Exercise Period
		31 December 2025 . A Long Term Incentive Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
	Expiry Date of Options
		Shares held in escrow for 12 months and share sale only in accordance with Share Trading Policy (unless required to sell to satisfy tax liability)
	Disposal Restrictions
		If a Change of Control Event occurs then the Board has absolute discretion to determine if a pro-rata portion of the vesting Long Term Incentive Options are eligible to be received based upon the relevant performance of the Company and the holder, the Vesting Conditions and any other circumstances which it considers are relevant in relation to the change of control.
	Vesting Upon a Change of Control
	Event
		The Long Term Incentive Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Long Term Option certificate (Notice of Exercise) and payment of the Exercise Price for each Long Term Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
	Notice of Exercise
		A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Long Term Option being exercised in cleared funds (Exercise Date).
	Exercise Date
	Timing of issue of Shares on	Within 15 Business Days after the Exercise Date, the Company will:
	exercise

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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	issue the number of Shares required under these terms and conditions in respect of the number of Director Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Long Term Incentive Options. If a notice delivered under paragraph (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
	Shares issued on exercise of the Long Term Incentive Options rank equally with the then issued shares of the Company.
Shares issued on exercise
	If at any time the issued capital of the Company is reconstructed, all rights of a Long Term Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
Reconstruction of capital
	There are no participation rights or entitlements inherent in the Long Term Incentive Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Long Term Incentive Options without exercising the Long Term Incentive Options.
Participation in new issues
	A Long Term Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Long Term Option can be exercised.
Change in exercise price
Transferability	The Long Term Incentive Options are not transferable

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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SCHEDULE 2 – VALUATION OF LONG TERM INCENTIVE OPTIONS

The Long Term Incentive Options proposed to be issued to Mr Gray pursuant to Resolution 6 has been independently valued by Mr Peter Gray, a director of the Corporate Advisory Division of Moore Australia Corporate Finance (WA) Pty Ltd, acting independently. Mr Gray has extensive experience in providing valuations of businesses, shares and other equities. Mr Gray is no relation to Jameson’s Managing Director, Mr Michael Gray.

Using the trinomial option pricing model, and based on the assumptions set out below, the Long Term Incentive Options were ascribed the following value:

	Tranche 1 Long Term Incentive Options	Tranche 2Long Term Incentive Options	Tranche 3 Long Term Incentive Options
Assumptions:
Valuation date	26 October 2022	26 October 2022	26 October 2022
Market price of Shares	$0.065	$0.065	$0.065
Exercise price % premium	$0.10	$0.10	$0.10
Expiry Date	31/12/2025	31/12/2025	31/12/2025
Risk free interest rate	3.55%	3.55%	3.55%
Dividend Yield	Nil	Nil	Nil
Expected future volatility	90%	90%	90%
Vesting Date (Time in office)	31 August 2025	31 August 2025	31 August 2025
Performance Hurdle	If finance is secured to enable a final investment decision (FID) to proceed with development of the Crown Mountain Project on or before 30 June 2025	Subject to FID for commencement of construction at Crown Mountain by 30 Jun 2025 with supporting pre- development and operational plans.	If JAL Board approves a value accretive acquisition or merger before 31 Dec 2024.
Provision for employee exit1	16%	16%	16%
Indicative value per Long Term Incentive Option Prior to Non- Market Vesting Probability	$0.01897	$0.01897	$0.01897
Number of Long Term Incentive Option	480,000	480,000	480,000
Total Value of Long Term Incentive Option Prior to Non- Market Vesting Probability	$9,106.53	$9,106.53	$9,106.53
	Total $27,320

1 Employee Exit : The research conducted in MCSI’s “Entrenched Board” study conducted in 2015 has been used for this assumption. Per this report the average director tenure within Australian ASX listed companies is 6.2 years which equates to a 16% annual employee exit rate.

Note : The valuation described above is not necessarily the market price that the Long Term Incentive Options could be traded at and is not automatically the market price for taxation purposes.

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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SCHEDULE 3 – SUMMARY OF EMPLOYEE INCENTIVE PLAN

1. ELIGIBILITY

The following persons can participate in the Employee Incentive Plan if the Board makes them an offer to do so:

	a full-time or part-time employee, including an executive and Non-Executive Director of the Company or its related bodies
	corporate
	a contractor of the Company or its related bodies corporate
	a casual employee of the Company or its related bodies corporate where the employee or contractor is, or might
	reasonably be expected to be, engaged to work the pro-rata equivalent of 40% or more of a comparable full-time position;
	and
	a person to whom an Offer has been made, but whose acceptance of the Offer is conditional upon the person becoming
	one of the above.
2.	BOARD DISCRETIONS

The Board has broad discretions under the Employee Incentive Plan, including (without limitation) to:

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determine the timing of an Offer to participate in the Employee Incentive Plan; identify persons eligible to participate in the Employee Incentive Plan;

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determine the terms of issue of Options (including vesting conditions, performance hurdles and exercise conditions, if any); determine the periods during which Options may be exercised; determine the appropriate procedures from time to time for the administration of the Plan, including the form of acceptance and other forms and notices to be issued under the Plan, subject to the Rules subject to the Listing Rules and Commonwealth or State Legislation, amend, modify or waive any or all of the Rules (including this Rule), or any restriction or other condition relating to any Awards allocated under the Plan resolve conclusively all questions of fact or interpretation concerning the Plan and the applicable Rules and any dispute of any kind that arises under the Plan, including as to the interpretation or application of the Plan or any restrictions or other conditions relating to any Awards allocated under the Plan, and the decision of the Board is final and binding on the Company and the Participants

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• make any payment or settlement of an amount to a Participant in consideration for any cancellation of Awards as may be agreed with a Participant

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• delegate to any one or more persons for such period and on such conditions as the Board may determine the exercise of any of the Board’s powers or discretions under the Plan; and

3.

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5% LIMIT

waive any breach of a provision of the Plan.

The Plan has been prepared to comply with ASIC Class Order [CO 14/1000] and as such, offers under the Plan are limited to the 5% capital limit set out in that Class Order.

4.

EXERCISE PRICE

The Exercise Price of an Option will be the price determined by the Board in its absolute discretion prior to or on grant of the Option.

5. OPTIONS NOT TO BE QUOTED

The Options will not be quoted on the ASX. However, application will be made to ASX for official quotation of Shares issued upon the exercise of Options, if the Shares are listed on ASX at that time.

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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6. SHARES ISSUED ON EXERCISE OF OPTIONS

• Subject to any applicable vesting conditions, performance hurdles and exercise conditions each Option entitles the holder to subscribe for and be issued with one Share; and

• Shares issued pursuant to the exercise of Options will in all respects rank equally and carry the same rights and entitlements as other Shares on issue.

Holders of Options have no rights to vote at meetings of the Company or receive dividends until Shares are allotted on the exercise of Options pursuant to the Employee Incentive Plan.

7.

LAPSE OF OPTIONS

Unless the Directors in their absolute discretion determine otherwise, Options will automatically lapse and be forfeited if, prior to the satisfaction of an exercise condition or vesting condition:

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• the holder resigns employment or terminates engagement with the Company

• the holder is dismissed from employment or engagement with the Company for:

• (i) material breach of contract or negligence; or

• (ii) conduct justifying termination without notice;

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the holder ceases employment or engagement with the Company and breaches any post-termination restraint

the holder is ineligible to hold his or her office pursuant to the Corporations Act; or

any performance milestones applicable to the Options are not satisfied – if a portion are satisfied, then a proportionate number of Options may continue at the Board’s discretion.

Options will not lapse and be forfeited if the holder ceases employment or engagement with the Company:

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due to:

• (i) death or permanent disablement

• (ii) retirement; or

• (iii) redundancy; or

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where the Board determines that the Options continue.

8.

RESTRICTIONS ON DISPOSAL

An Option holder is not able to sell, transfer, mortgage, pledge, charge, grant security over or otherwise dispose of any Options, or agree to do any of those things, without the prior consent of the Board or unless such disposal is required by law.

9.

PARTICIPATION RIGHTS OF OPTION HOLDERS

Holders of Options will only be permitted to participate in an issue of new Shares by the Company if they exercise their Options before the record date for the relevant issue. The Company must ensure that, for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue of new Shares is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10.

BONUS ISSUES

If the Company makes a pro rata bonus issue, and an Option is not exercised before the record date for that bonus issue, then on the exercise of the Option, the holder is entitled to receive the number of bonus shares which would have been issued if the Option had been exercised before the record date.

11.

NEW ISSUES AND REORGANISATION

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• Holders will only be permitted to participate in a pro rata issue of Shares to Shareholders on the prior exercise of Options. The Company must notify the Holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the pro rata issue.

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• In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Options to which each Option holder is entitled or the exercise price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Options which are not conferred on Shareholders.

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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12. TAKEOVERS

In the event of a takeover bid, certain capital reorganisations, or transactions occurring that give rise to certain changes of control of the Company, restrictions on the exercise of an Option are released and cease to apply, on a pro rata basis, for those Options equal in number to up to 10% of the Shares on issue at that time, such that those Options may vest and be exercised.

13. TAX DEFERRAL

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth), which enables tax deferral on Options offered under the Employee Incentive Plan (subject to the conditions in that Act), may apply to Options granted under the Employee Incentive Plan.

14. AMENDING THE EMPLOYEE INCENTIVE PLAN

The Board (without the necessity of obtaining prior or subsequent consent of Shareholders) may by resolution, from time to time amend all or any provisions of the Employee Incentive Plan, provided any proposed amendments are not material in nature.

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SCHEDULE 4

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┘

Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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SCHEDULE 5 – VIRTUAL MEETING PARTICIPATION INSTRUCTIONS

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Jameson Resources Limited | Notice of Annual General Meeting and Explanatory Statement

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Virtual Meeting Registration and Voting

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Page 22 of 34

REGISTRATION

• Go to: https://investor.automic.com.au/#/home.

• Log in using your existing username and password or click on “register” and

follow the on-screen prompts to create your login credentials.

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• Once logged in you will see that the meeting is open for registration. Click on “view”.

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• Click on “register” to register your attendance for the meeting.

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REGISTRATION

• Select “yes, I would like to vote” and then click “next”.

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• You will be placed on a holding page until voting opens for the meeting. From here you can access the meeting video/audio by selecting the meeting URL.

• Once the Chair of the Meeting declares voting open, you should select “refresh”.

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VOTING

• The next screen will display the resolutions to be put to the meeting.

• The Chair of the meeting will provide instructions on when to mark your vote.

• You record your vote by selecting either “for”, “against” or “abstain” next to the appropriate resolution.

• Once voting has been declared closed you must select “next” to submit your vote.

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• On the next screen, check your vote is correct and select the box next to “declaration” – you cannot confirm your vote unless you select this box.

• • Select “confirm” to confirm your vote – you CANNOT amend your vote after pressing the “confirm” button.

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VOTING COMPLETE

• Your vote is now lodged and is final.

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Online Proxy Lodgment

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REGISTER

15. Step 1

• Go to: https://investor.automic.com.au/#/home.

• If you are a new user, select “register”.

• If you are an existing user, simply sign in under the “Existing users sign in”. and follow the instructions in Step 2 of this guide.

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• Start typing the company name or company code that you hold shares in and select the relevant company from the dropdown.

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REGISTER

• Enter your unique Holder Number which can be found on your proxy form. This number starts with a capital letter “I” or “X”.

• Enter the postcode recorded on the proxy form or select “change the country” if your holding is registered to an overseas address (then type and select the applicable country your holding is registered to).

• Tick the box “I’m not a robot” and select “next”.

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• Next, complete all information on the screen.

• Once each field is completed correctly you will see a green tick appear at the end of the field. Where you have entered incorrect information, you will see a red a star.

• Your password must contain: at least 8 characters, at least 1 number, at least 1 capital and lowercase letter and at least one special symbol (#, %, ! etc)

• Click “sign up”.

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LOG IN

• On the next screen simply select “login now”.

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16. Step 2

• Under “existing users” enter the username and password you created in the previous steps and select “log in”.

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• Select “Meetings”.

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VOTING

• Select “Vote”.

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• Select “Full holding” and select the box next to “Notice of Meeting”.

• If you wish to nominate the Chair of the Meeting as your proxyholder simply select “next”.

• If you wish to appoint a different proxyholder, place your cursor on “name of proxy” and type the name of your appointed proxyholder. Once you’ve typed the name in full press enter on your keyboard. This will replace “Chair of the meeting” with your chosen proxyholder.

• Select “next”.

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VOTING

• Mark your voting instruction next to each resolution. You must select a vote

for each resolution before you can continue. Select “next”.

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• Check your vote is as you intended.

• If you are registered as a Corporation, you must select the box next

to “declaration”.

• Then select “save” to save your proxy vote.

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• Your voting is complete.

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