LATROBE MAGNESIUM LIMITED — AGM Information 2021

Dec 13, 2021

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Notice of Annual General Meeting 2021

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um Magnes Latrobe Magnesium Limited ABN 52 009 173 611

IMPORTANT INFORMATION

This document is important. Please read it carefully and if you require assistance, consult your legal or financial adviser.

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 2021 Annual General Meeting (“AGM”) of Latrobe Magnesium Limited (“Company”) will be held on Thursday, 20 January 2022 at 11.00 am. In the interest of the well-being and safety of shareholders and colleagues, and given the continued restrictions on public gatherings, the Company’s AGM will be conducted as a virtual meeting.

Registration will commence from 9.00 am (AEDT) on 20 December 2021. If you wish to participate online, we recommend you register at least one hour before the commencement of the AGM.

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the financial report of the Company for the financial year ended 30 June 2021 together with the Directors’ Report, Directors’ Declaration and the Auditors’ Report.

Resolution 1 - Adoption of Remuneration Report

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

“That for the purposes of section 250R(2) of the Corporations Act and for all other purposes approval is given for the adoption of the remuneration report as in the Company’s Annual Financial Report for the financial year ended 30 June 2021.”

The Audited Remuneration Report is set out on pages 13 to 14 of the Directors’ Report contained in the 2021 Annual Report. In accordance with section 250R(3) of the Corporations Act, the votes cast in respect of the Resolution are advisory only and do not bind the Company.

Voting exclusion statement

The entity will disregard any votes cast in favour of the Resolution 1 by or on behalf of:

• i. the named person or class of persons excluded from voting; or

• ii. an associate of that person or those persons

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

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

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

• iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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 the resolution; and

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

Resolution 2 - Re-election of J S Murray as a Director

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

“That Jock Murray, having retired from office as a Director in accordance with Article 12.2 of the Company’s constitution and being eligible, having offered himself for re-election, be re-elected as a Director of the Company.” His background, experience and qualifications are detailed on page 10 of the Directors’ Report contained in the 2021 Annual Report.

Resolution 3 - Confirmation of Auditor

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

“That due to the restructure of Nexia Sydney from a Partnership to a Corporate Group, all current clients need to be transferred to Nexia Sydney Audit Pty Limited, under the requirements of the Corporations Act 2001, the company needs to appoint Nexia Sydney Audit Pty Limited”

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Resolution 4 – Ratification of Previous Share and Option Issue by Placement on 26 October 2021

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders of the Company hereby approve and ratify the allotment and issue of 120,000,0001 ordinary shares and the attached 60,000,001 options (which were issued one in two free to investors) in the Company to sophisticated and professional investors by way of placement on 26 October 2021; on the terms set out in the explanatory statement.”

Voting exclusion statement

The entity will disregard any votes cast in favour of the Resolution 4 by or on behalf of:

• i. a person who participated in the issue or is a counterparty to the agreement being approved; or

• ii. an associate of that person or those persons

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

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

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

• iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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 the resolution; and

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

Resolution 5 – Ratification of Previous Share and Option Issue by Placement on 18 November 2021

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders of the Company hereby approve and ratify the allotment and issue of 115,000,000 ordinary shares and the attached 28,750,000 options (which were issued one in four free to investors) in the Company to sophisticated and professional investors by way of placement on 18 November 2021 on the terms set out in the explanatory statement.”

Voting exclusion statement

The entity will disregard any votes cast in favour of the Resolution 5 by or on behalf of:

• i. a person who participated in the issue or is a counterparty to the agreement being approved; or

• ii. an associate of that person or those persons

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

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

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

• iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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 the resolution; and

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

Resolution 6 – Ratification of Previous Option Issue to Peak Assets Management

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders of the Company hereby approve and ratify the allotment and issue of 4,500,000 options to Copeak Pty Ltd trading as Peak Asset Management as part capital raising costs in lieu of cash payments on the terms set out in the explanatory statement”.

Voting exclusion statement

The entity will disregard any votes cast in favour of the Resolution 6 by or on behalf of:

i. a person who participated in the issue or is a counterparty to the agreement being approved; or

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• ii. Copeak Pty Ltd trading as Peak Asset Management; or

iii. an associate of that person or those persons

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

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

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

• iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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 the resolution; and

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

Resolution 7 – Approval of Remuneration of Non Executive Directors

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

“That for the purposes of section 202A(1) of the Corporations Act, ASX Listing Rule 10.17 and Article 12.7 of the Company’s Constitution and all other purposes approval is given for the total remuneration paid to Non Executive Directors in any financial year to be increased to $500,000.”

The total remuneration paid to Directors, excluding the Chief Executive Officer’s remuneration, in the last financial year amounted to $125,424 and is detailed on Page 13 of the Directors’ Report contained in the 2021 Annual Report. It is intended to increase the remuneration paid to, Non Executive Directors and allow the flexibility for the appointment of more Non Executive Directors, to $500,000 per annum. The Non Executive Directors have not had an increase their remuneration for over ten years. This level of remuneration was based upon independent advice received by the Board.

Voting exclusion statement

The entity will disregard any votes cast in favour of the Resolution 7 by or on behalf of:

• i. a director of the entity;

• ii. an associate of that person or those persons; or

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

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

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

• iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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 the resolution; and

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

Resolution 8 – Approval of Share Acquisition Plan

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

“That for the purposes of ASX Listing Rule 7.2 Exception 13 and Article 23.1 of the Company’s Constitution and all other purposes approval is given for an employee share plan on the terms as set out in the accompanying Explanatory Statement.”

Voting exclusion statement

The entity will disregard any votes cast in favour of the Resolution 8 by or on behalf of:

• i. a person who is eligible to participate in the Share Acquisition Plan; o r

• ii. an associate of that person or those persons.

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

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

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

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

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

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

SPECIAL BUSINESS

Resolution 9 - Approval of 10% placement facility

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

"That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the accompanying Explanatory Statement."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 9

by or on behalf of a person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue, except a benefit solely by reason of being a holder of ordinary securities in the Company, if Resolution 9 is passed, or any associates of such person.

The entity will disregard any votes cast in favour of the Resolution 9 by or on behalf of:

• i. any person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• ii. an associate of that person or those persons.

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

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

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

• iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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 the resolution; and

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

In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.

The entity will disregard any votes cast in favour of the Resolution 9, if at the time the approval is sought the entity is proposing to make an issue of equity securities under rule 7.1A.2 to any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity)

OTHER BUSINESS

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

By Order of the Board of Directors

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J R Lee Secretary

Dated 14 December 2021

The notice of meeting is accompanied by an Explanatory Statement to shareholders which explains the purpose of the Meeting and the resolutions to be considered at the Meeting.

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EXPLANATORY STATEMENT

This Explanatory Statement forms part of this Notice of Annual General Meeting and is intended to provide shareholders of Latrobe Magnesium Limited (“Company”) with sufficient information to assess the merits of the Resolutions to be considered at this Annual General Meeting.

The Directors recommend that shareholders read this Explanatory Statement in its entirety before making any decision in relation to the Resolutions. Should shareholders be in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Financial Statements and Reports

The Corporations Act requires that the Annual Report (which includes the Financial Report, Directors’ Report and Auditors’ Report) be laid before the Annual General Meeting. There is no requirement for shareholders to approve those reports.

Shareholders will be given an opportunity at the Annual General Meeting to ask questions and make comments on the Company’s reports and accounts and on the business and operations of the Company generally for the year ended 30 June 2021.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to shareholders unless a shareholder has specifically elected to receive a printed copy.

Shareholders may view the Company’s Annual Financial Report on the website under “Investor Centre” section at www.latrobemagnesium.com.

Resolution 1 - Adoption of Remuneration Report

The Audited Remuneration Report of the Company for the financial year ended 30 June 2021 is set out in the Directors’ Report contained in the 2021 Annual Report on pages 13 to 14.

A reasonable opportunity will be provided for discussion on the Remuneration Report at the Annual General Meeting.

The Corporations Act 2001 requires listed company to put to a vote at its Annual General Meeting a non-binding resolution to shareholders to adopt the Remuneration Report. Under the legislation this vote will be advisory only and does not bind the Directors or the Company. However, the Board recognises the vote as an indication of shareholder sentiment and will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at this meeting when reviewing the Company’s remuneration policies.

If 25% or more of the votes casted are against the adoption of the Remuneration Report at two consecutive Annual General Meetings, a resolution must be put to the second of those Annual General Meetings (a “spill resolution”) requiring shareholders to vote on whether the Company must hold another general meeting (a “spill meeting”). If the “spill resolution” is approved by a simple majority of 50% or more votes casted, the “spill meeting” must be held within 90 days at which all of the Company’s Directors other than the Managing Director, must stand for re-election.

The remuneration levels for Directors, Officers and Senior Managers are competitively set to attract and retain appropriate Directors and key management personnel.

Resolution 2 - Re-election of Director

Jock Murray retires in accordance with Article 12.2 of the Company’s constitution which provides that at each Annual General Meeting one third of the Directors must retire from office. The Directors to retire are those that have been longest in office since their last election or appointment. Being eligible Mr Murray offers himself for re-election.

Details of his respective qualifications, experience, other directorships and security holdings in the Company are detailed in the Annual Report.

Each of the Directors, with the exception of the Director being offered for re-election, recommend that shareholders vote in favour of Resolution 2.

Resolution 3: - Confirmation of Auditor

Due to the restructure of Nexia Sydney from a Partnership to a Corporate Group, all current Nexia Sydney Partnership clients need to be transferred to Nexia Sydney Audit Pty Limited which is an ASIC authorised audit company. Management has been informed that there will be no change in the conduct of the audit as it is only a name change within Nexia Sydney. The Board of Latrobe Magnesium Limited appointed Nexia Sydney Audit Pty

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Limited as auditor for FY2021. However, the company now needs to resolve to re-appoint the new auditor under the requirements of the Corporations Act 2001 .

The Company proposes and a shareholder has nominated that Nexia Sydney Audit Pty Limited be appointed as Auditor of the Company. Nexia Sydney Audit Pty Limited has consented to the appointment, a copy of the Notice of Nomination is attached as Annexure 1.

The Directors recommend that shareholders vote in favour of Resolution 3 that Nexia Sydney Audit Pty Ltd be appointed as Auditor of Latrobe Magnesium Limited for FY2022.

Resolution 4 - Ratification of Previous Share and Option Issue by Placement on 26 October 2021

This Resolution seeks shareholder ratification of the following issue of securities.

• allotment and issue of 120,000,0001 ordinary shares at 2.5 cents and the attached 60,000,001 options issued one for two free expiring on 26 October 2023 in the Company to sophisticated and professional investors by way of placement on 26 October 2021.

Subject to certain exceptions, Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company's ordinary securities on issue at the commencement of that period without shareholder approval.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold in Listing Rule 7.1. If subsequent approval to the share issue by conversion is provided by shareholders, it will "refresh" the Company's ability to issue shares up to the 15% limit without the need for shareholder approval. The Company seeks shareholder ratification of the issue of shares by conversion so that the Company will have flexibility to issue further securities should the need or opportunity arise.

If this Resolution is not passed, the issue of fully paid ordinary shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without shareholder approval over the 12 month period following the Issue Date.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess Resolution 4:

• (a) A total number of 120,000,001 shares were allotted and issued at an issue price of $0.025 per share.

• (b) A total number of 60,000,0001 options were allotted and issued, the terms are as follows:

• one free option was allotted for every 2 shares purchased;

• the options are exercisable at $0.04 per option with the expiry date on 26 October 2023;

• the options are listed in ASX and can be traded on market;

• the options have the right to convert on a one for one basis to fully paid ordinary shares.

• (c) The Private Placement was an "excluded offer" to sophisticated investors determined in accordance with section 708 of the Corporations Act. The placements were managed by Peak Assets Management Pty Ltd, a licenced securities dealer.

• (d) None of the allottees are related parties of the Company

• (e) The shares issued were fully paid ordinary shares and rank equally in all respects with the existing fully paid ordinary shares on issue.

• (f) The funds raised by the issue of shares pursuant to the private placement have been and will be primarily used for construction of the initial magnesium plant, continued test work and working capital.

The Directors recommend that shareholders vote in favour of Resolution 4.

Resolution 5 - Ratification of Previous Share and Option Issue by Placement on 18 November 2021

This Resolution seeks shareholder ratification of the following issue of securities.

• allotment and issue of 115,000,0000 ordinary shares at 10 cents and the attached 28,750,000 options issued one for four free expiring on 26 October 2023 in the Company to sophisticated and professional investors by way of placement on 18 November 2021.

Subject to certain exceptions, Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company's ordinary securities on issue at the commencement of that period without shareholder approval.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold in Listing Rule 7.1. If subsequent approval to the share issue by conversion is provided by shareholders, it will "refresh" the Company's ability to issue shares up to the 15% limit without the need for shareholder approval. The Company seeks shareholder ratification of the issue of shares by conversion so that the Company will have flexibility to issue further securities should the need or opportunity arise.

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If this Resolution is not passed, the issue of fully paid ordinary shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without shareholder approval over the 12 month period following the Issue Date.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess Resolution 5:

• (a) A total number of 115,000,000 shares were allotted and issued at an issue price of $0.10 per share.

• (b) A total number of 28,750,000 options were allotted and issued, the terms are as follows:

• one free option was allotted for every 4 shares purchased;

• the options are exercisable at $0.04 per option with the expiry date on 26 October 2023;

• the options are listed in ASX and can be traded on market;

• the options have the right to convert on a one for one basis to fully paid ordinary shares.

• (c) The Private Placement was an "excluded offer" to sophisticated investors determined in accordance with section 708 of the Corporations Act. The placements were managed by Peak Assets Management Pty Ltd, a licenced securities dealer.

• (d) None of the allottees are related parties of the Company

• (e) The shares issued were fully paid ordinary shares and rank equally in all respects with the existing fully paid ordinary shares on issue.

• (f) The funds raised by the issue of shares pursuant to the private placement have been and will be primarily used for construction of the initial magnesium plant, continued test work and working capital.

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

Resolution 6 – Ratification and approval of Previous Option Issue to Peak Assets Management

This Resolution seeks shareholder ratification and approval for the issue of 4,500,000 options at an issue price of $0.04 per option expiring 26 October 2023 to Copeak Pty Ltd trading as Peak Asset Management as part payment of capital raising fees in lieu of cash payment.

The terms of the Engagement Agreement dated 9 November 2021 are summarised as follows:

• the total asset management fee and selling commission was 6% of the capital raised;

• the issue of 30 million options when capital raised reaches $10 million;

• the options are exercisable at $0.04 per option expiring on 26 October 2023;

• the options are listed on ASX and can be traded on market;

• the options have the right to convert on a one for one basis to fully paid ordinary shares.

The first 4,500,000 options were issued on 18 November 2021.

The purpose of share payment to consultant was to preserve cash flow for capital and operational purposes. Peak Asset Management is not a related party to the Company.

If this Resolution is not passed, the issue of fully paid ordinary shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without shareholder approval over the 12 month period following the Issue Date

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

Resolution 7 – Approval of Remuneration of Non Executive Directors

The total Directors’ remuneration for the financial year ended 30 June 2021 totalled $437,028 as set out on page 13 of the 2021 Annual Report, of which $125,424 paid to Non Executive Directors.

In accordance with the Corporations Act 2001 and ASX Listing Rule 10.17, the non executive directors of a company are to be paid the remuneration that the company determines by resolution.

Article 12.7 of the Company’s Constitution also states “The Directors shall be paid out of the funds of the Company, by way of remuneration for their services as Directors, such sum not exceeding such fixed sum per annum as may from time to time be determined by the Shareholders in general meetings, to be divided between the Directors as the Directors shall determine and, in default of agreement between them, then in equal shares.”

Shareholders are being asked to approve an increase of Non Executive Directors’ remuneration from $125,424 to $500,000 in order to attract additional directors and to retain appropriately qualified officers who have the necessary skills and experience to monitor and assist in improving the performance of the Company.

The Directors consider that the total remuneration available for Non-Executive Directors should provide sufficient flexibility for the Company to take on additional Directors when deemed necessary and to provide flexibility for succession planning. The Directors consider that the increased aggregate of $374,576 will (if approved) provide appropriate capacity for the Company’s future requirements.

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Based on the Board composition, it is not expected that the maximum remuneration payable will be paid to the Board members in the 2022 financial year. However, the increased aggregate remuneration will provide the necessary flexibility to operate the Board with a varying number of Non Executive Directors to meet the oversight and governance requirements of the Company, as well as the ability to attract and retain appropriately qualified Non Executive Directors.

In the Annual General Meeting held on:

• 23 December 2020, shareholders approval was obtained to issue a total of 3,800,728 ordinary shares at $0.022 per share to four Non Executive Directors to convert outstanding Directors fees to equity.

Directors	Amount Owing	No. of Shares
J S Murray	$30,000	1,363,636
K A Torpey	$17,872	812,364
P F Bruce	$17,872	812,364
J R Lee	$17,872	812,364
Total	$83,616	3,800,728

• 30 November 2018, shareholders approval was obtained to issue a total of 9,144,625 ordinary shares at $0.008 per share to four Non Executive Directors to convert outstanding Directors fees to equity.

Directors	Amount Owing	No. of Shares
J S Murray	$35,000	4,375,000
K A Torpey	$12,719	1,589,875
P F Bruce	$12,719	1,589,875
J R Lee	$12,719	1,589,875
Total	$73,157	9,144,625

If shareholder approval is obtained, the increased remuneration will apply for the financial year ending 30 June 2022.

The Executive Director, with Non-Executive Directors abstaining, recommends that Shareholders vote in favour of Resolution 7. The Chairman intends to vote all undirected proxies in favour of Resolution 7.

Resolution 8 – Approval of Share Acquisition Plan

This resolution seeks shareholder approval of the Share Acquisition Plan for employees which was originally set up in 2004 and was updated in 2021. The aim of the Plan is to encourage employees and directors to increase their shareholding in Latrobe Magnesium, and thus their participation in its future performance. The Plan is therefore designed to align the interests of directors and employees with the interests of the shareholders.

A summary of the terms of the plan are as follows:

• The Latrobe Magnesium Share Acquisition Plan is a plan which enables Eligible Executives to purchase shares tax. If you are an eligible executive, you can effectively purchase shares by salary sacrificing your fixed remuneration (that is your monthly pay) or any incentives to which you may become entitled (such as bonus entitlements or any individual recognition award). It is an integral part of Latrobe Magnesium's overall remuneration framework. Participation in the Plan is voluntary and subject to an invitation to participate issued to an executive by Latrobe Magnesium.

• An executive may elect to use up to 50% per cent of their pre-tax remuneration to purchase Latrobe Magnesium shares per year. Latrobe Magnesium will provide a non recourse loan to allow the Executive to buy the shares.

• Latrobe Magnesium will meet all Plan administration costs.

• An executive will not be able to dispose of your shares until the earlier of the date on which you cease employment with the Latrobe Magnesium Group and the first day of the financial year following the period of two years from the date the shares are acquired, subject to the board’s approval.

• The laws governing insider trading apply to the sale and purchase of shares under the Plan. Trading in Latrobe Magnesium shares while you are in possession of non-public price-sensitive information relating to Latrobe Magnesium is an offence. In accepting the offer to participate in the Plan you will be required to acknowledge your awareness and understanding of the prohibition against insider trading. Your shares will be subject to disposal restrictions.

• The shares will be subject to forfeiture if you commit fraud or gross misconduct (including insider trading) in activities associated with Latrobe Magnesium or any of its subsidiaries.

• Latrobe Magnesium shares will normally be issued at prevailing market prices on or about the first ASX trading day following the normal monthly payday or the date of payment of any incentive.

• The Plan Rules permit the board to vary the rules of the Plan.

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There has not been any shares issued under the scheme since it was passed at LMG’s 2004 AGM. It is intended to issue a maximum of 4,117,647 to 4 executives as at the issue price of $0.017 as at 1 July 2021.

The Directors recommend that shareholders vote in favour of Resolution 8.

Resolution 9 - Approval of 10% placement facility

1. General

Listing Rule 7.1A enables eligible entities to issue additional equity securities up to 10% of its issued share capital, based on the number of equity securities on issue 12 months before the issue date, through placements over the 12 months after the date of the annual general meeting at which the approval is obtained by special resolution of shareholders ("10% Placement Facility”). The 10% Placement Facility operates in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is, as at the date of the relevant special resolution passed for the purposes of Listing Rule 7.1A, not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue additional equity securities over the forthcoming 12-month period under the 10% Placement Facility.

The exact number of equity securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 2(c) below).

The purposes of any issue of shares pursuant to the additional capacity would be to assist with the funding of the construction of the magnesium plant and provide working capital.

“If resolution 9 is passed LMG will be able to issue equity securities to up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If resolution 9 is not passed, LMG will not be able to access the additional 10% capacity to issue equity securities 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.”

2. Description of Listing Rule 7.1A

(a) Shareholder approval

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

(b) Equity securities

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

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of equity securities calculated in accordance with the following formula:

(A x D) - E

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

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

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

• plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rule 7.1 or 7.4;

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

Note that "A" has the same meaning in Listing Rule 7.1 when calculating an entity's I5% placement capacity.

• D is 10%

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

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue equity securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

Notice of Annual General Meeting

10

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

(e) Minimum issue price

The issue price of the equity securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price ("VWAP") for securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed between the entity and the recipient of the securities; or

• (ii) if the equity securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

(f) 10% placement period

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

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

• (ii) the date of the approval by shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX ("10% Placement Period").

3. Specific Information Required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility proposed to be established following passage of Resolution 9:

• (a) The equity securities will be issued at an issue price of not less than that specified in Listing Rule 7.1A.3, as described at paragraph 2(e), above.

• (b) Shareholders should be aware that there is a risk of economic and voting dilution of existing ordinary security holders that may result from an issue of equity securities under rule 7.1A.2, including the risk that:

• (i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the approval under ASX Listing Rule 7.1A; and

• (ii) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date, which may have an effect on the amount of funds raised by the issue of the equity securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table below also shows:

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

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

			$0.053	$0.105	$0.210
Variable "A" in Listing Rule 7.1A.2			50% decrease	Issue Price	100% increase
			in IssuePrice		in IssuePrice
Current Variable A	Voting Dilution	10%	156,265,856	156,265,856	156,265,856
1,562,658,558 shares			shares	shares	Shares
	Funds raised		$8,203,957	$16,407,915	$32,815,830
50% Increase in	Voting Dilution	10%	234,398,784	234,398,784	234,398,784
Current Variable A			shares	shares	Shares
2,343,987,837 shares	Funds raised		$12,305,936	$24,611,872	$49,223,745
100% Increase in	Voting Dilution	10%	312,531,712	312,531,712	312,531,712
Current Variable A			shares	shares	Shares
3,125,317,116 shares	Funds raised		$16,407,915	$32,815,830	$65,631,659

Notice of Annual General Meeting

11

The table has been prepared on the following assumptions:

• i. The Company issues the maximum number of equity securities available under the 10% Placement Facility.

• ii. 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%.

• iii. 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 Facility, based on that shareholder's holding at the date of the meeting.

• iv. The table shows only the effect of issues of equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• v. The issue of equity securities under the 10% Placement Facility consists only of shares on issue.

• vi. The issue price is $0.105, being the closing price of the Shares on ASX on 13 December 2021.

• (c) The Company will only issue and allot the equity securities during the 10% Placement Period. The approval under Resolution 9 for the issue of the equity securities will lapse after that period. It will also cease to be valid in the event the Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the equity securities for cash consideration. In such circumstances, the Company intends to use the funds raised to make payments towards the construction of its magnesium plant, additional feasibility studies for expansion of the plant, further test work and working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any equity securities.

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) the effect of the issue of the equity securities on the control of the Company;

• (iii) the methods of raising funds that are available to the Company, including a rights issue or other issue in which existing security holders can participate;

• (iv) prevailing market conditions;

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

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

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

• (e) The Company obtained Shareholder approval under Listing Rule 7.1A last year and issued shares under this Listing Rule in the last 12 months.

During the 12 months preceding 13 January 2022, being the date of the Meeting, the Company issued a total of 248,821,307 shares representing 15.92% of the total number of equity securities on issue.

Information relating to the proposed issue and issue of equity securities by the Company in the 12 months prior to 13 January 2021 is as follows:

Date of Issue or Agreement to Issue	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue Price of Equity Securities and discount to Market Price on the trading day of the issue	If issued for cash - the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-Cash consideration – a description of the consideration and the current value ofthe consideration
04 October 2018 21-Oct-21	Up to 12,495,000 (4,165,000)	Unlisted Warrants Exercise price - $0.02 convertible to ordinary shares at any time prior to 1 Mar 2022	RnD Funding Pty Limited	Issue price - Nil Discount to market price – Nil Market Price - $0.009	N/A. The warrants were issued in lieu of reduced fees for a project financing facility
	8,330,000
21 October 2019 18-Nov-21	Up to 35,889,199 (12,666,000)	Unlisted Warrants Exercise price - $0.03 convertible to ordinary shares at any time prior to 15 Oct2022	RnD Funding Pty Limited	Issue price - Nil Discount to market price – Nil Market Price - $0.016	N/A. The warrants were issued in lieu of reduced fees for a project financing facility
	23,325,000

Notice of Annual General Meeting

12

12 October 2021	1,155,306	Ordinary Shares	RnD Funding Pty Ltd	Issue Price – 0.0277 Discount to Market Price – Nil Market Price - $0.0277	Non cash, conversion of 4,165,000 unlisted warrants issued on 4 October 2018. Current value of the consideration is $31,976 For payment of financing costs.
26 October 2021	120,000,001	Ordinary Shares	Share Placement	Issue Price - $0.025 Discount to Market Price – $0.011 Market Price – $0.036	Cash received $3,000,000 To fund construction of initial magnesium plant, test works and working capital
26 October 2021	60,000,001	Listed Options expiring 26 October 2023	One for two free basis for each Ord share issued under placement	Issue Price - $0.04 Discount to Market- N/A Market Price – N/A	N/A
18 November 2021	115,000,000	Ordinary Shares	Share Placement	Issue Price - $0.10 Discount to Market Price – $0.02 Market Price – $0.12	Cash received $11,500,000 To fund construction of initial magnesium plant, test works and working capital
18 November 2021	60,000,001	Listed Options expiring 26 October 2023	One for four free basis for each Ord share issued under placement	Issue Price - $0.04 Discount to Market- N/A Market Price – N/A	N/A
18 November 2021	4,500,000	Listed Options expiring 26 October 2023	Peak Assets Management Pty Ltd	Issue Price - $0.04 Discount to Market- N/A Market Price – N/A	N/A Part payment of capital raising fees in lieu of cash payment

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

Board Recommendation

The Board considers that the approval of the issue of the 10% Placement Facility described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under Listing Rule 7.1A in the next 12 months (without further shareholder approval), should it be required. At the date of the notice of this meeting, the Company has no plans to use the 10% Placement Facility should it be approved.

Accordingly, the directors unanimously recommend that Shareholders vote in favour of Resolution 9 and propose to cast all votes controlled by them in favour of Resolution 9.

Notice of Annual General Meeting

13

Annexure 1

David Paterson 25 Wanganella Street Balgowlah, NSW 2093

10 December 2021

Mr John Lee Company Secretary Latrobe Magnesium Limited Suite 307, 16-20 Barrack Street Sydney NSW 2000

Dear Mr Lee

Nomination of Auditor Latrobe Magnesium Limited

For the purposes of Section 328B(3) of the Corporations Act 2001, I, David Paterson, being a Director / member of Latrobe Magnesium Limited ("Company"), hereby nominate Nexia Sydney Audit Pty Limited for appointment as auditor of the Company.

Yours faithfully

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David Paterson Director / member

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Latrobe Magnesium Limited ABN 52 009 173 611

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

LMG

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

Latrobe Magnesium Limited Annual General Meeting

The Latrobe Magnesium Limited Annual General Meeting will be held on Thursday, 20 January 2022 at 11:00am (AEDT). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Tuesday, 18 January 2022.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: meetnow.global/LMG

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

Samples/000001/000001

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Latrobe Magnesium Limited ABN 52 009 173 611

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

LMG

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Tuesday, 18 January 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

Samples/000001/000002/i12

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

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



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Latrobe Magnesium Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Latrobe Magnesium Limited to be held as a virtual meeting on Thursday, 20 January 2022 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 7 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 7 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain
	Resolution 1 Adoption of Remuneration Report
	Resolution 2 Re-election of J S Murray as a Director
	Resolution 3 Confirmation of Auditor
	Resolution 4 Ratification of Previous Share and Option Issue by Placement on 26 October 2021
	Resolution 5 Ratification of Previous Share and Option issue by Placement on 18 November 2021
	Resolution 6 Ratification of Previous Option Issue to Peak Assets Management
	Resolution 7 Approval of Remuneration of Non-ExecutiveDirectors
	Resolution 8 Approval of Share Acquisition Plan
	Resolution 9 Approval of 10% placement facility

For Against Abstain

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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L MG

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