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LEGEND MINING LIMITED AGM Information 2021

Mar 18, 2021

65223_rns_2021-03-18_31a9c420-ba50-429c-9eec-fd1ab8628a6d.pdf

AGM Information

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LEGEND MINING LIMITED ABN 22 060 966 145

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 30 April 2021

Time of Meeting 3.00 pm (WST)

Place of Meeting The Celtic Club, 48 Ord Street, West Perth WA 6005

Legend Mining Limited 2021 Annual General Meeting

Legend Mining Limited ( Legend or the Company ) advises Shareholders that the Meeting will be held in compliance with the Australian government’s restrictions on public gatherings. Based on Australian government restrictions on public gatherings and travel at the date of this Notice of Annual General Meeting, the Company has determined that Shareholders will have the opportunity to participate in the Meeting in person.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.legendmining.com.au.

The Company has determined that all resolutions will be decided on a poll.

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

The 2020 Annual Report may be viewed on the Company’s website at www.legendmining.com.au

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LEGEND MINING LIMITED ABN 22 060 966 145

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Legend Mining Limited ( Company ) will be held at The Celtic Club, 48 Ord Street, West Perth WA 6005 on 30 April 2021 at 3.00pm (WST) for the purpose of transacting the following business. The Explanatory Memorandum provides additional information on matters to be considered at the Annual General Meeting. The attached proxy form and Explanatory Memorandum form part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report, together with the Directors' and auditor's reports for the financial year ended 31 December 2020.

RESOLUTION 1 – RE–ELECTION OF MICHAEL ATKINS AS A DIRECTOR

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

“That, for the purpose of Listing Rule 14.5, rule 38.1(c) of the Constitution and for all other purposes, Mr Michael Atkins, who retires by rotation as a Director, and being eligible, having offered himself for re-election, is re-elected as a Director.”

RESOLUTION 2 – ELECTION OF OLIVER KIDDIE AS A DIRECTOR

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

“That, for the purpose of Listing Rules 14.4 and 14.5, rules 36.2 and 38.1(c) of the Constitution and for all other purposes, Mr Oliver Kiddie, who was appointed casually on 10 August 2020, retires as a Director, and being eligible, having offered himself for election, is re-elected as a Director.”

RESOLUTION 3 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act, and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any Voting Prohibition: In accordance with section 250BD 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 a
Closely Related Party of such a member; or
(b) a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related
Party of such 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.

OTHER BUSINESS

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

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Legend Mining Limited Annual General Meeting 30 April 2021

EXPLANATORY MEMORANDUM

The accompanying Explanatory Memorandum forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

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

PROXIES

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. Subject to Australian government’s restrictions on public gatherings, all Shareholders are invited and encouraged to participate in the Meeting (see details below) or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person (subject to the voting exclusions detailed in the Notice).

Please note that:

  • a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

  • a proxy need not be a member of the Company;

  • a member may appoint a body corporate or an individual as its proxy; and

  • a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy forms for the meeting should be lodged before 3.00 pm (WST) on 28 April 2021:

  • by email to [email protected]

  • in person at 110 Stirling Highway, Nedlands WA, Australia 6009

  • by post to PO Box 1156 Nedlands WA, Australia 6909

  • by facsimile +61 8 6370 4203

  • by online lodgement: https://www.advancedshare.com.au/Investor-Login

If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company determines that members holding Shares at 5.00 pm (WST) on 28 April 2021 will be entitled to participate and vote at the Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting.

REVOCATION OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

ATTENDANCE AT MEETING

Legend Mining Limited ( Legend or the Company ) advises Shareholders that the Meeting will be held in compliance with the Australian government’s restrictions on public gatherings. Based on Australian government restrictions on public gatherings and travel at the date of this Notice of Annual General Meeting, the Company has determined that Shareholders will have the opportunity to participate in the Meeting in person.

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Legend Mining Limited Annual General Meeting 30 April 2021

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.legendmining.com.au.

Shareholders can also submit any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5.00 PM (WST) 28 April 2021.

VOTING OF PROXIES

The Proxy Form accompanying this Explanatory Memorandum confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting.

Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of proxy form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy).

By order of the Board

________ Tony Walsh, Company Secretary

Dated: 19 March 2021

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Legend Mining Limited Annual General Meeting 30 April 2021

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth WA 6005 on 30 April 2021 commencing at 3.00pm (WST).

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.

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

FINANCIAL STATEMENTS AND REPORTS

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the financial report, the Directors' report and the auditor's report for the financial year ended 31 December 2020.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered a reasonable opportunity to:

  • discuss the Annual Report which is available online from the Company’s website www.legendmining.com.au;

  • ask questions about, or comment on, the management of the Company; and

  • ask the auditor questions about the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

  • the content of the auditor’s report; and

  • the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

RESOLUTION 1 – RE–ELECTION OF MICHAEL ATKINS AS A DIRECTOR

1.1 General

Mr Michael Atkins was first appointed as a non-executive Director, on 27 February 2003. Mr Atkins was last re-elected as a non-executive Director on 13 May 2019.

In accordance with ASX Listing Rule 14.5, an entity which has directors must hold an election of directors at each annual general meeting (at least one director must stand for election or re-election). Pursuant to rule 38.1(c) of the Constitution, one third of the Company’s directors must retire at each annual general meeting.

These requirements for a Director to retire do not apply to a Managing Director.

Rule 38.3 of the Constitution states that a retiring director shall be eligible for re-election.

Accordingly, Resolution 1 provides that Mr Atkins will retire by rotation at this Meeting and, being eligible, offers himself for re-election.

Resolution 1 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote.

The Chair intends to exercise all available proxies in favour of Resolution 1.

1.2 Director’s Biography

Mr. Atkins is a Fellow of the Australian Institute of Company Directors. Mr. Atkins was a founding partner of a national Chartered Accounting practice from 1979 to 1987 and was a Fellow of the Institute of Chartered Accountants in Australia between 1984 and 2012.

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Legend Mining Limited Annual General Meeting 30 April 2021

Between 1987 and 1998 he was involved in the executive management of several publicly listed resource companies with operations in Australia, USA, South East Asia and Africa. From 1990 to 1995 he was managing director and later a non-executive director of Claremont Petroleum NL and Beach Petroleum NL during their reconstruction, and then remained as a non-executive director until 1995. He was also founding executive chairman of Gallery Gold Ltd from 1993 to 1999 and remained a non-executive director until 2000. Mr Atkins was Chairman of Westgold Resources Limited during the period 2004 until 2012, and of Azumah Resources Limited from October 2009 until December 2019.

From 2009 to 2019 Mr. Atkins was a Director – Corporate Finance at Patersons Securities Limited where he advised on the formation of, and capital raising for, emerging companies, primarily in the Australian resources sector. Following Patersons Securities acquisition by international stockbroker Canaccord Genuity in 2019, Mr. Atkins is currently Senior Advisor Canaccord Genuity in Australia.

He is currently non-executive chairman of Australian listed company Castle Minerals Ltd, and non-executive director of SRG Global Limited.

Following enquiry, the Board have determined that Mr. Atkins is an independent director of the Company.

1.3 Directors’ Recommendation

The Directors, except Mr Atkins, recommend that Shareholders vote in favour of Resolution 1.

RESOLUTION 2 – ELECTION OF OLIVER KIDDIE AS A DIRECTOR

2.1 General

Mr Oliver Kiddie was appointed as an Executive Director on 10 August 2020.

In accordance with Listing Rules 14.4 and 14.5, an entity which has directors must hold an election of directors at each annual general meeting (at least one director must stand for election or re-election).

Pursuant to rules 36.2 and 38.1(c) of the Constitution, any Director appointed casually since the last annual general meeting holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

These requirements for a Director to retire do not apply to a Managing Director.

Rule 36.2 of the Constitution states that a retiring director shall be eligible for re-election.

Accordingly, Resolution 2 provides that Mr Kiddie will retire at this Meeting and, being eligible, offers himself for re-election.

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote.

The Chair intends to exercise all available proxies in favour of Resolution 2.

2.2 Director’s Biography

Oliver Kiddie is a geologist with over 18 years’ experience across exploration, resource definition, project development, and production throughout Australia and internationally.

He has extensive experience in base metal and gold exploration through senior management and executive positions, working for companies including Dominion Mining, European Goldfields, and most recently as GM Exploration for the Creasy Group. He led the exploration team of the Fraser Range project for the Creasy Group, including the discovery, resource definition, and mining lease application for the Silver Knight Ni-Cu-Co deposit.

Mr Kiddie possesses a strong corporate background having managed numerous transactions and joint ventures as key responsibilities of senior management and executive positions. Mr Kiddie is a member of the Australasian Institute of Mining and Metallurgy and a member of the Australian Institute of Company Directors.

2.3 Directors’ Recommendation

The Directors, except Mr Kiddie, recommend that Shareholders vote in favour of Resolution 2.

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Legend Mining Limited Annual General Meeting 30 April 2021

RESOLUTION 3 – ADOPTION OF REMUNERATION REPORT

3.1 General

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Annual Report contains the Remuneration Report, which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

The Remuneration Report has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available by contacting the Company’s share registry or visiting the Company’s web site www.legendmining.com.au.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 3 is advisory only and does not bind the Directors. If Resolution 3 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution ( Spill Resolution ) on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2020 annual general meeting (in respect of the financial year ending 31 December 2019). Accordingly, a Spill Resolution is not relevant for this Annual General Meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2022 annual general meeting (in respect of the financial year ending 31 December 2021), this will result in another meeting being held within 90 days at which resolutions will be put to Shareholders for the re-election of the Directors other than the managing director and any director appointed since the Remuneration Report was approved by the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

3.2 Voting on the Remuneration Report

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either the following persons:

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

  • (b) a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related Party of such 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 how the proxy is to vote on this Resolution; or

  • (b) the voter is the Chairman and the appointment of the Chairman as proxy:

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

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

The Chairman intends to exercise all available proxies in favour of Resolution 3.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 3, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Resolution 3 is an ordinary resolution.

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Legend Mining Limited Annual General Meeting 30 April 2021

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

Annual Report means the Directors’ report, the annual financial report and auditor’s report in respect of the financial year
ended 31 December 2020.
ASX means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange
operated by ASX Ltd.
Board means the board of Directors of the Company.
Chair means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.
Closely Related Party of a member of the Key Management Personnel means:

a spouse or child of the member;

a child of the member’s spouse;

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

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;

a company the member Controls; or

a person prescribed by the Corporations Regulations 2001 (Cth).
Company means Legend Mining Limited ABN 22 060 966 145.
Constitution means the Company's constitution, as amended from time to time.
Control has the meaning given to that term in the Corporations Act.
Corporations Act means_Corporations Act 2001_(Cth).
Director means a director of the Company.
Explanatory Memorandum means this explanatory memorandum, which accompanies and forms part of the Notice.
Key Management has the same meaning as in the accounting standards issued by the Australian Accounting Standards
Personnel Board and means those persons having authority and responsibility for planning, directing and controlling
the activities of the Company, directly or indirectly, including any director (whether executive or otherwise)
of the Company.
Listing Rules means the listing rules of ASX.
Meeting means the annual general meeting of the Company convened by the Notice of Meeting.
NoticeorNotice of Meeting means the notice of annual general meeting accompanying this Explanatory Memorandum.
Proxy Form means the proxy form enclosed with this Notice of Meeting.
Relevant Interest has the meaning given to that term in the Corporations Act.
Remuneration Report means the remuneration report of the Company outlined in the Annual Report.
Resolution means a resolution contained in the Notice.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means the holder of a Share.
Spill Resolution has the meaning given in page 7 of this Notice.
Strike has the meaning given in page 7 of this Notice.
WST means Australian Western Standard Time.

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LODGE YOUR PROXY APPOINTMENT ONLINE

ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2021 ANNUAL GENERAL MEETING PROXY FORM

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

APPOINT A PROXY

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The Chair of the  PLEASE NOTE: If you leave the section blank, OR meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth WA 6005 on 30 April 2021 at 3.00pm (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 3 (except where I/we have indicated a different voting intention below) even though this resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

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Resolutions For Against Abstain
1 Re-election of Michael Atkins as Director ◼ ◼ ◼
2 Election of Oliver Kiddie as Director ◼ ◼ ◼
3 Adoption of Remuneration Report ◼ ◼ ◼
If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a poll and your
 votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, all the shareholder should sign. If signed by the shareholder’s attorney,
the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Email Address
Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
STEP 2
STEP 3
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LEGEND MINING LIMITED 2021 ANNUAL GENERAL MEETING

Legend Mining Limited (Legend or the Company) advises Shareholders that the Meeting will be held in compliance with the Australian government’s restrictions on public gatherings. Based on Australian government restrictions on public gatherings and travel at the date of this Notice of Annual General Meeting, the Company has determined that Shareholders will have the opportunity to participate in the Meeting in person.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.legendmining.com.au.

The Company has determined that all resolutions will be decided on a poll.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

CHANGE OF ADDRESS

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

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 3, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 3.

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

APPOINTMENT OF A SECOND PROXY

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

To appoint a second proxy you must:

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

(b) Return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on a resolution where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

CORPORATE REPRESENTATIVES

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

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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

Power of Attorney:

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

Companies:

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

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 3.00pm (WST) on 28 April 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203 BY EMAIL [email protected] IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.