LODESTAR MINERALS LIMITED — Proxy Solicitation & Information Statement 2023

Feb 20, 2023

21 February 2023

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Dear Shareholder,

NOTICE OF GENERAL MEETING

Please be aware that Lodestar Minerals Limited (“ Lodestar ” or “ the Company ”) has today released a Notice of Meeting ( NoM ) for a General Meeting of Shareholders to be held on 22 March 2023 at 11.00am Australia Western Standard Time.

In accordance with the Corporations Amendment (Meetings and Documents) Act 2022 , the Company will not be dispatching physical copies of the NoM unless specifically requested to do so. Instead, a copy of the NoM can be viewed and downloaded online at the following link:

• • https://lodestarminerals.com.au/site/investor centre/investor welcome/

Should you wish to receive a physical copy of the NoM, please contact the Company via email to companysecretary@lodestarminerals.com.au or via telephone to +61 8 9435 3200.

A copy of the proxy form is enclosed. Proxy votes may be lodged by the following methods:

• By mail to PO Box 584, Fremantle, WA 6959; or

• By email to the Company Secretary.

Your proxy voting instruction must be received by 11.00am (AWST) on 20 March 2023, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

Yours sincerely

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Jordan McArthur Company Secretary

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Lodestar Minerals Limited PO Box 584 1st Floor, 31 Cliff Street Fremantle, WA 6959 Fremantle, WA 6160 ABN: 32 127 026 528

www.lodestarminerals.com.au

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LODESTAR MINERALS LIMITED ABN 32 127 026 528

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY STATEMENT

Date of Meeting

22 March 2023

Time of Meeting

11:00 am (AWST)

Place of Meeting

Level 1, 31 Cliff Street Fremantle, Western Australia

LODESTAR MINERALS LIMITED

ABN 32 127 026 528

NOTICE OF GENERAL MEETING

Notice is hereby given for a General Meeting of shareholders of Lodestar Minerals Limited (" the Company ") to be held at 11:00 am (AWST) on Wednesday, 22 March 2023, at Level 1, 31 Cliff Street, Fremantle, Western Australia.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (AWST) on 20 March 2023.

An Explanatory Statement containing information in relation to each of the Resolutions to be put to the meeting accompanies this Notice.

AGENDA

To consider and, if thought fit, to pass the following Resolutions.

ORDINARY BUSINESS

Financial Statements and Reports

Resolution 1: Issue of Options to Director – Mr Edward Turner

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 10.11, sections 195(4) and 208 of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue 25,000,000 Director Options to Mr Edward Turner, or his nominee, on the terms and conditions set out in the Explanatory Statement .”

Voting Exclusion :

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the person who is to receive the securities in question, being Mr Edward Turner, and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of that person or those persons ( Resolution 1 Excluded Party ).

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

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

• (b) the Chair 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

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

• (i) the beneficiary provides written communication 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

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

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Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either;

• (i) a member of the Key Management Personnel; or

• (ii) a Closerly Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

• Provided the Chair is not a Resolution 1 Excluded Party, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

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

By Order of the Board

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Jordan McArthur

Company Secretary

Dated: 3 February 2023

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ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the Meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the General Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2:00pm (AWST) on 20 March 2023.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a member of the Company; and

• (c) a Shareholder who is 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. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVE

A Shareholder that is a corporation may appoint an individual to act as its corporate representative to vote at the Meeting in accordance with section 250D of the Corporations Act. Any corporation wishing to appoint an individual to act as its representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or Share Registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. A ‘Certificate of Appointment of Corporate Representative’ is enclosed if required.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Mr Jordan McArthur on +61 8 9435 3200 or via email to companysecretary@lodestarminerals.com.au if they have any queries in respect of the matters set out in this document.

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LODESTAR MINERALS LIMITED

ABN 32 127 026 528

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting (“ Notice ”) of the Company.

The Directors of the Company (“ Directors ”) recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice.

1. RESOLUTION 1: Issue of Options to Director – Mr Edward Turner

General

The Company has agreed, subject to shareholder approval, to issue 25,000,000 Options ( Director Options ) to Mr Edward Turner, a Director of the Company ( Related Party ), on the terms and conditions set out in Appendix 2 to this Explanatory Statement.

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

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

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

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

The grant of Director Options constitutes giving a financial benefit, and Mr Turner is a Related Party of the Company by virtue of being a Director.

In addition, Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in Listing Rule 10.12 applies. It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Options to the Related Party.

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who was nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

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• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders.

The issue of Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to, and in accordance with, the requirements of Sections 217 to 227 of the Corporations Act and Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

• a) the Related Party is Mr Edward Turner by virtue of being a Director of the Company;

• b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 25,000,000;

• c) the Director Options will be exercisable at 1.5 cents per Option on or before 31 January 2026, on terms and conditions as reflected in Appendix 2 to this notice;

• d) the Director Options will be granted to the Related Party no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;

• e) the Director Options will be granted for nil cash consideration, and accordingly, no funds will be raised;

• f) the value of the Director Options is $64,750 and the pricing methodology is set out in Appendix 1;

• g) the relevant interest of the Related Party is nil Shares and nil Options;

• h) the Related Party’s total annual Director remuneration package is presently $66,300 pa, inclusive of statutory superannuation contributions;

• i) if the Director Options granted to the Related Party are exercised, a total of 25,000,000 Shares would be issued. This will increase the number of shares on issue from 1,738,437,348 to 1,763,437,348 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing shareholders would be diluted by 1.42%.

The market price for shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time, any of the Director Options are exercised and the shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company in that the shares issued on conversion of the options will be issued at less than the prevailing market price of shares in the Company.

• j) the trading history of the shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	PRICE	DATE
HIGHEST	2.2 cents	7 April 2022
LOWEST	0.4 cents	2 February 2023
LATEST	0.5 cents	3 February 2023

• k) the primary purpose of the issue of the Director Options is to provide a market linked incentive to the Related Party to motivate and reward their performance in their role as a Director whilst additionally conserving cash for operational activities;

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• l) the Board acknowledges the grant of Related Party Options to a Director is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations, however, the Board considers the grant of Related Party Options to the Director reasonable in the circumstances for the reasons set out in paragraph (m);

• m) the Board (of whom, Mr Edward Turner declares his interest in the Resolution) recommend that Shareholders vote in favour of this Resolution for the following reasons:

• i) the grant of Director Options to the Related Party will align the interests of the Related Party with those of Shareholders;

• ii) the grant of the Director Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternate cash forms of remuneration were given to the Related Parties; and

• iii) it is not considered that there are any significant opportunity costs to the Company or opportunities forgone by the Company in granting the Director Options upon the terms proposed;

• n) in forming their recommendations, the Directors considered the experience of the Related Party, the current market price of Shares, the current market practices when determining the number of Director Options to be granted as well as the exercise prices and expiry dates of those Director Options; and

• o) the Board is not aware of any other information that would be reasonable required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

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

Voting consequences

Should shareholders approve Resolution 1, the Company will be able to grant Options to the Director as a method for remuneration that is an alternative for cash remuneration to preserve cash reserves for utilisation on operations.

Should shareholders not approve Resolution 1, the Company will not be able to grant Options to the Director as a method for remuneration that is an alternative for cash remuneration to preserve cash reserves for utilisation on operations.

2. Pro Forma Capital Structure

If the resolution in this notice of meeting is passed, the capital structure of the Company will change as follows:

Currently on issue Resolution 1	Shares 1,738,437,348 - 1,738,437,348	Options 107,750,000 25,000,000
		132,750,000

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GLOSSARY OF TERMS

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

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

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

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

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

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

• (e) a company the member controls; or

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

Company means Lodestar Minerals Limited - ABN 32 127 026 528

Directors means the current directors of the Company.

Director Options means options granted to Directors, the subject of Resolution 1, exercisable on or before 31 January 2026 for $0.015 each.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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

Ordinary Securities has the meaning set out in the ASX Listing Rules.

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

AWST means Australian Western Standard Time (Perth, Western Australia).

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LODESTAR MINERALS LIMITED

ABN 32 127 026 528

APPENDIX 1

Valuation of Options to be Issued to Directors

The Company has valued the Options using the Black-Scholes option model and based on the assumptions as set out in the table below, with the Options ascribed a value as follows:

Assumptions: Value date 3 February 2023 Share price $0.004 Exercise price $0.015 Term 36 months Volatility 146.59% Risk free interest rate 3.22% Indicative value per Option (cents) $0.00259

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LODESTAR MINERALS LIMITED

ABN 32 127 026 528

APPENDIX 2

OPTION TERMS AND CONDITIONS

The material terms and conditions of the Options are as follows:

• (a) The Options will be unlisted.

• (b) The Options will be issued in one tranche with an exercise price of 1.5 cents (“ Exercise Price ”):

• (c) The Options are exercisable at any time on or before 31 January 2026 (“ Expiry Date ”).

• (d) The Options have no vesting conditions.

• (e) Each Option exercised will entitle the holder to one Share in the capital of the Company.

• (f) The notice attached to the certificate has to be completed when exercising the Options (“ Notice of Exercise ”).

• (g) Options may be exercised by the holder completing and forwarding to the Company a Notice of Exercise and payment of the exercise price for each Option being exercised prior to the Expiry Date.

• (h) The Options do not confer voting rights upon the holder. Voting rights are received upon conversion of the Options into Shares.

• (i) All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing Shares.

• (j) Shares issued pursuant to the exercise of Options will be issued not more than 15 business days after the receipt of a properly executed Notice of Exercise and payment for the Exercise Price of each Option being exercised. The Company will apply for official quotation on ASX of Shares issued pursuant to the exercise of Options.

• (k) The holder of Options cannot participate in new issues of securities to holders of Shares unless the Options have been exercised and the Shares have been issued and registered in respect of the Options before the record date for determining entitlements to the issue. The Company must give notice to the holder of the Options of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. Options can only be exercised in accordance with these terms and conditions.

• (l) If the Company makes a bonus issue of Shares to existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), then the number of Shares or other securities for which the holder of the Options is entitled to subscribe on exercise of the Options is increased by the number of Shares or other securities that the holder of the Options would have received if the Options had been exercised before the record date for the bonus issue. No change will be made to the Exercise Price.

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• (m) If the Company makes a pro-rata issue of Shares to existing shareholders (except a bonus issue), the Exercise Price of an Option will be reduced according to the following formula:

New Exercise Price = O E [P – (S + D)]

• N + 1

• O = the old Exercise Price of the Option

• E = the number of underlying Shares into which one option is exercisable

• P = volume weighted average market price (as defined by ASX LRs) per share during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those issued under the pro rata issue.

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

• (n) If at any time the capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

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CERTIFICATE OF APPOINTMENT OF CORPORATE REPRESENTATIVE

Shareholder Details

This is to certify that by a resolution of the directors of:

………………………………………………………………………….…….….………......................................................... ( Company ), Insert name of Shareholder Company

the Company has appointed:

…………………….……………………………………………………………………….……………………………………………………………….….…, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that Company at an annual general meeting of the members of Lodestar Minerals Limited to be held on Wednesday, 22 March 2023 commencing at 11.00 am (AWST) and at any adjournments of that general meeting.

DATED ……………………………………………………….

Please sign here

Executed by the Company ) in accordance with its constituent documents )

............................................….………….….….. .................................................…………………….... Signed by authorised representative Signed by authorised representative ............................................................……...….. .................................................………………….…... Name of authorised representative (print) Name of authorised representative (print) .....................................................…….…..….. .................................................…………………….... Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

• Insert name of appointing Shareholder Company and the name or position of the appointee corporate representative (eg “John Smith” or “each director of the Company”).

• Execute the Certificate following the procedure required by your Constitution or other constituent documents.

• Print the name and position (eg director) of each authorised company officer who signs this Certificate on behalf of the Company.

• Insert the date of execution where indicated.

• Prior to the Meeting, send or deliver the Certificate to the registered office of Lodestar Minerals Limited at Level 1, 31 Cliff Street, Fremantle WA 6160

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PROXY FORM

LODESTAR MINERALS LIMITED

ABN 32 127 026 528

GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 11.00 am (AWST) on 22 March 2023 at Level 1, 31 Cliff Street, Fremantle, Western Australia, and at any adjournment of that meeting.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting FOR AGAINST ABSTAIN Resolution 1 Issue of Options to Director

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ____%.

Signature of Member(s)

______ Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: ____ Contact Ph (daytime): ___ Date: ______

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Instructions for completing Proxy Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

5.

( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• In person to Level 1, 31 Cliff Street, Fremantle, Perth, WA;

• By mail to PO Box 584, Fremantle, WA, 6959; or

• By scan and email to companysecretary@lodestarminerals.com.au

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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