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Loyal Lithium Limited ACN 644 564 241

EXTRAORDINARY GENERAL MEETING – NOTICE AND PROXY FORM

Dear Shareholder,

Loyal Lithium Limited (ASX: LLI) ( loyal Lithium or the Company ) advises that it is convening its 2022 Extraordinary General Meeting ( EGM or Meeting ) of shareholders to be held at 9.00am (AWST) on Monday 12 December 2022 via a virtual meeting.

Loyal Lithium respects the rights of shareholders to participate in the EGM and understands the importance of the meeting to shareholders. Shareholders who attend the Virtual Meeting will be able to watch, listen, ask questions and participate in all poll votes put to the Meeting. The Notice of Meeting can be downloaded from the link below or will be available on the ASX Market Announcement page (ASX: LLI): - https://loyallithium.com/investor centre/

In accordance with the Corporations Act 2001 (Cth) the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has requested a hard copy.

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting by shareholders who can vote in accordance with the instructions set out below.

If you wish to virtually attend the EGM, please pre-register in advance for the virtual meeting here: - https://us02web.zoom.us/webinar/register/WN_zzhTSXXBSbCK3W 4E1BV8Q

After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the EGM.

Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at [email protected]. Responses will be provided at the Meeting in respect of all valid questions received prior to 9:00am (AWST) on 10 December 2022.

A copy of the Notice of Meeting can be viewed and downloaded online at the following link: - https://loyallithium.com/investor centre/

A copy of your personalised Proxy Form is enclosed for convenience. Proxy votes may also be lodged online by using the link: https://investor.automic.com.au/#/loginsah

(Login and click on ‘ Meetings ’. Use the Holder Number shown at the top of your Proxy Form.)

If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Automic Group Pty Ltd on 1300 288 664 (within Australia) or +61 2 9698 5414 (Overseas).

Yours sincerely

Ian Pamensky – Company Secretary 10 November 2022

LOYAL LITHIUM LIMITED

(ACN 644 564 241)

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY STATEMENT

TIME: 9:00am (AWST) DATE: Monday, 12 December 2022 PLACE: Online at - https://us02web.zoom.us/webinar/register/WN_zzhTSXXBSbCK3W 4E1BV8Q

This Notice of Extraordinary General Meeting and Explanatory Statement 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, stockbroker or other professional adviser without delay. Should you wish to discuss the matters in this Notice of Extraordinary General Meeting please do not hesitate to contact the Company Secretary on +61 8 6245 2490 .

Based on the information available at the date of the Notice of Extraordinary General Meeting, the Board considers that it is appropriate to hold a virtual meeting. Shareholders will be able to attend the Meeting - online at the following link: https://us02web.zoom.us/webinar/register/WN_zzhTSXXBSbCK3W 4E1BV8Q .

Shareholders who attend online will have the opportunity to vote, ask questions (written and oral) and make comments in real time.

Whilst Shareholders will be able to attend and participate in the Meeting online, the Company strongly encourages you to submit completed Proxy Forms prior to the Meeting in accordance with the instructions set out in the Proxy Form and the Notice of Extraordinary General Meeting.

As permitted by the Corporations Act, the Company will not be sending hard copies of the Notice of Extraordinary General Meeting to Shareholders unless the Shareholder has made a valid election to receive documents in hard copy.

How Shareholders Can Participate

Shareholders are urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business and the Chair must follow the Shareholder’s instructions. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice of Extraordinary General Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at the Meeting. Your proxy voting instructions must be received by 9:00am (AWST) on Saturday, 10 December 2022.
Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at [email protected] Responses will be provided at the Meeting in respect of all valid questions received prior to 9:00am (AWST) on Monday, 12 December 2022.

Shareholders should contact the Company Secretary on +61 8 6245 2490 or by email at [email protected] if they have any queries in relation to the Meeting arrangements.

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: https://loyallithium.com/investor-centre/.

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Extraordinary General Meeting will be held online at 9:00am (AWST) on Monday, 12 December 2022.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

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)/ 7:00pm (AEDT) Saturday, 10 December 2022.

VOTING BY PROXY

To vote by proxy, you must complete and lodge the Proxy Form using one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsahby following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see theOnline Proxy Lodgement Guideathttps://investor.automic.com.au/#/loginsah.
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Online

Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsahby following
the instructions: Login to the Automic website using the holding details as shown on the
Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility,
Shareholders will need their holder number (Securityholder Reference Number (SRN) or
Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
For further information on the online proxy lodgement process please see theOnline
Proxy Lodgement Guideathttps://investor.automic.com.au/#/loginsah.

By post

Automic, GPO Box 5193, Sydney NSW 2001

By hand

Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

For details on how to complete and lodge the Proxy Form, please refer to the instructions on the Proxy Form.

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

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 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 changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

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

if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and
if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's shareholders; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting; or
the proxy does not vote on the resolution,

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

VOTING ON THE DAY

Open your internet browser and go to investor.automic.com.au
Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to access registration.
Click on “ Register ” and follow the steps
Click on the URL to join the webcast where you can view and listen to the virtual meeting
Once the Chair of the Meeting has declared the poll open for voting click on “ Refresh ” to be taken to the voting screen
Select your voting direction and click “ confirm ” to submit your vote. Note that you cannot amend your vote after it has been submitted

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Extraordinary General Meeting of the Shareholders of Loyal Lithium Limited ( Loyal Lithium or the Company ) will be held online on Monday, 12 December 2022 commencing at 9:00am (AWST) to consider and, if thought fit, to pass the Resolutions set out below.

Terms used in this Notice of Extraordinary General Meeting and accompanying Explanatory Statement are defined in the glossary to the Explanatory Statement.

The Explanatory Statement which accompanies, and forms part of this Notice of Extraordinary General Meeting describes the matters to be considered at the Extraordinary General Meeting.

SPECIAL BUSINESS

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue under Listing Rule 7.1 of 5,500,000 Shares in the Company to the parties, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who participated in the issue and any person associated with those persons. However, the Company will not disregard any votes cast on Resolution 1 by such a person if:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions on the Proxy Form given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair acting 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 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

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

“ That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue under Listing Rule 7.1 of 5,750,000 Shares in the Company to the parties, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of 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 any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

3. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS TO CANACCORD GENUITY (AUSTRALIA) LIMITED

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

“ That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue under Listing Rule 7.1 of 2,000,000 Options in the Company to Canaccord Genuity (Australia) Limited, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Canaccord Genuity, or any person 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 any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO OSISKO DEVELOPMENT CORPORATION

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

“ That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue under Listing Rule 7.1 of 500,000 Shares in the Company to Osisko Development Corporation, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Osisko Development Corporation, or any person 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 any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO MARTIN DALLAIRE

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

“ That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue under Listing Rule 7.1 of 200,000 Shares in the Company to Martin Dallaire, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Martin Dallaire, or any person 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 any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

ENQUIRIES

Shareholders are invited to contact the Company Secretary at [email protected] or +61 8 6245 2490 if they have any queries in respect of the matters set out in this document.

BY ORDER OF THE BOARD OF DIRECTORS

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Ian Pamensky Company Secretary

The Notice of Extraordinary General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, stockbroker or other professional adviser prior to voting.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Extraordinary General Meeting to be held online at 9:00am (AWST) on Monday, 12 December 2022.

The purpose of this Explanatory Statement 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 Extraordinary General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Extraordinary General Meeting preceding this Explanatory Statement. Capitalised terms in this Explanatory Statement are defined in the glossary to this document.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice of Extraordinary General Meeting, please contact the Company Secretary, your accountant, solicitor, stockbroker or other professional advisor before voting.

1. BACKGROUND TO RESOLUTIONS 1 TO 3

On 27 October 2022, the Company announced that it had received firm commitments from Australian and offshore institutional, professional and sophisticated investors to raise $4.5 million through a two-tranche placement of 11,250,000 shares ( Placement Shares ) at an issue price of $0.40 ( Placement ).

The Placement Shares were to be distributed in two-tranches as follows:

(a) 5,500,000 Shares to be issued under Tranche 1 ( Tranche 1 Placement Shares ); and
(b) 5,750,000 Shares to be issued under Tranche 2 ( Tranche 2 Placement Shares ).

On 2 November 2022, the Company issued the Tranche 1 Placement Shares under the Company’s capacity pursuant to Listing Rule 7.1 (being the subject of Resolution 1).

The Company shall issue the Tranche 2 Placement Shares subject to Shareholder approval

under Resolution 2.

Canaccord Genuity (Australia) Limited agreed to act as Lead Manager to the Placement. As part of the agreement, the Company agreed to issue to the Lead Manager 2,000,000 Options with an exercise price of $0.20 and expiring 3 years from the date of issue.

2. RESOLUTION 1 - RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES

Resolution 1 seeks the approval of Shareholders to ratify the issue of the Tranche 1 Placement Shares that were issued in accordance with ASX Listing Rule 7.1.

2.1 Regulatory Requirements

ASX Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 states that an issue by a company of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company’s members subsequently approve it.

Resolution 1 seeks Shareholder approval under ASX Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares under ASX Listing Rule 7.1. The Company confirms that the issue of the Tranche 1 Placement Shares did not breach ASX Listing Rule 7.1. None of the recipients of the Shares were a related party of the Company within the meaning of the Corporations Act and the ASX Listing Rules.

The effect of the approval under ASX Listing Rule 7.4 of the issue of the Tranche 1 Placement Shares will be that these Shares will not be counted as reducing the number of securities which the Company can issue in the future without shareholder approval under the 15% placement limit imposed by ASX Listing Rule 7.1 (i.e. the 15% limit is “renewed” to the extent of the approval).

The Company wishes to maintain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain shareholder approval under ASX Listing Rule 7.1.

Accordingly, under Resolution 1, the Company seeks Shareholder approval for, and ratification of the issue of the Tranche 1 Placement Shares under ASX Listing Rule 7.1 and for the purposes of ASX Listing Rule 7.4.

If Resolution 1 is passed, the issue of the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of the Placement.

If Resolution 1 is not passed, the issue of the Tranche 1 Placement Shares will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of the Placement.

2.2 Technical information required by Listing Rule 7.5

ASX Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 7.4 and the following information is included in this Explanatory Statement for this purpose:

(a) The names of the persons to whom the entity issued the Shares

The Tranche 1 Placement Shares were issued to domestic and offshore institutional, sophisticated and professional investors.

The subscribers were introduced to the Company by Canaccord Genuity as Lead Manager from the Lead Manager’s client base.

None of the subscribers in the Placement are related parties of the Company or Material Investors.[1]

(b) Number of securities and class of securities issued

Under Resolution 1 the Company seeks Shareholder approval for, and ratification of, the issue of 5,500,000 Shares.

The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

The Company has applied to ASX for official quotation of all the Tranche 1 Placement Shares.

(d) Date of issue

The Tranche 1 Placement Shares were issued on 2 November 2022.

1 ASX consider the following to be material investors:
(i). a related party of the entity;
(ii). a member of the entity’s key management personnel;
(iii). a substantial holder in the entity;
(iv). an adviser to the entity; or
(v). an associate of any of the above,

where such person or entity is being issued more than 1% of the entity’s current issued capital.

(e) Issue price or other consideration

The issue price for the Tranche 1 Placement Shares was $0.40 per Share.

(f) Purpose of the issue, including the intended use of the funds raised

The funds raised under the Placement will be expended by Loyal Lithium on the following:

Exploration field works at the Brisk and Trieste Litihium Projects;
Potential additional acquisitions;
Drilling at the Scotty Lithium Project; and
General working capital.

(g) Relevant agreement

The Tranche 1 Placement Shares were not issued pursuant to any agreement.

(h) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in this Notice preceding this Explanatory Statement.

2.3 Board recommendation

The Board recommends Shareholders vote in favour of Resolution 1.

The Chair intends to vote undirected proxies in favour of the Resolution.

3. RESOLUTION 2 - APPROVAL TO ISSUE TRANCHE 2 PLACMENT SHARES

Resolution 2 seeks the approval of Shareholders to issue the Tranche 2 Placement Shares to be issued in accordance with ASX Listing Rule 7.1.

3.1 Regulatory Requirements

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

The issue of the Tranche 2 Placement Shares does not fit within any of these exceptions and exceeds the 15% limit in ASX Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 7.1.

To this end, Resolution 2 seeks shareholder approval to the issue of the Tranche 2 Placement Shares under and for the purposes of ASX Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition the issue will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares. The Company will be required to seek alternate sources of funding.

3.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) Name of the person who shall receive the securities

The Tranche 2 Placement Shares shall be issued to domestic and offshore institutional, sophisticated and professional investors.

The subscribers were introduced to the Company by Canaccord Genuity as Lead Manager from the Lead Manager’s client base.

None of the subscribers in the Placement are related parties of the Company or Material Investors.[2]

(b) The number and class of securities the entity will issue

The maximum number of Tranche 2 Placement Shares to be issued by the Company is 5,750,000 Shares.

The Tranche 2 Placement Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

The Company will apply to ASX for official quotation of the Tranche 2 Placement Shares.
(d) Date the entity will issue the securities
It is anticipated that, subject to Shareholder approval being received, the Tranche 2 Placement Shares will be issued on 12 December 2022 but otherwise within 3 months after the date of the Meeting.
(e) Issue price or other consideration

The issue price for the Tranche 2 Placement Shares is $0.40 per Share.

(f) Purpose of the issue, including the intended use of the funds raised
The funds raised under the Placement will be expended by Loyal Lithium on the following:
Exploration field works at the Brisk and Trieste Litihium Projects;
Potential additional acquisitions;
Drilling at the Scotty Lithium Project; and
General working capital.
(g) Relevant agreement

The Tranche 2 Placement Shares were not issued pursuant to any agreement.

(h) Voting exclusion statement
A Voting Exclusion Statement has been provided for Resolution 2 in the Special Business Section of this Notice of Meeting.

3.3 Board recommendation

The Board recommends Shareholders vote in favour of Resolution 2.

The Chair intends to vote undirected proxies in favour of the Resolution.

2 ASX consider the following to be material investors: (i). a related party of the entity;

(ii). a member of the entity’s key management personnel; (iii). a substantial holder in the entity; (iv). an adviser to the entity; or (v). an associate of any of the above,

where such person or entity is being issued more than 1% of the entity’s current issued capital.

4. RESOLUTION 3 - APPROVAL TO ISSUE BROKER OPTIONS TO CANACCORD GENUITY (AUSTRALIA) LIMITED

As described in section 1 of this Explanatory Statement, Canaccord Genuity (Australia) Limited agreed to act as Lead Manager to the Placement.

As part of the agreement, the Company agreed to issue to the Lead Manager 2,000,000 Options with an exercise price of $0.20 and expiring 3 years from the date of issue.

Resolution 3 seeks the approval of Shareholders to issue the Broker Options to be issued in accordance with ASX Listing Rule 7.1.

4.1 Regulatory Requirements

The issue of the Broker Options does not fit within any of these exceptions and exceeds the 15% limit in ASX Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 7.1.

To this end, Resolution 3 seeks shareholder approval to the issue of the Broker Options under and for the purposes of ASX Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Broker Options. In addition the issue will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Broker Options.

4.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) Name of the person who shall receive the securities

The Broker Options shall be issued to Canaccord Genuity.

Canaccord Genuity are not material investors in the Company.[3]

(b) The number and class of securities the entity will issue
The maximum number of Broker Options to be issued by the Company is 2,000,000 Options.
(c) Terms of the securities
The Broker Options are to be issued on the terms of Schedule 1 of this Explanatory Statement.
(d) Date the entity will issue the securities

It is anticipated that, subject to Shareholder approval being received, the Broker Options will be issued on 12 December 2022 but otherwise within 3 months after the date of the Meeting.

3 ASX consider the following to be material investors:

(i). a related party of the entity;

(ii). a member of the entity’s key management personnel; (iii). a substantial holder in the entity; (iv). an adviser to the entity; or

(v). an associate of any of the above,

where such person or entity is being issued more than 1% of the entity’s current issued capital.

(e) Issue price or other consideration

The Broker Options will be issued at a nil issue price and as consideration for the provision of services by Canaccord Genuity acting as Lead Manager to the Placement.

(f) Purpose of the issue, including the intended use of the funds raised

There will be no funds raised from the issue of the Broker Options.

(g) Relevant agreement

The Broker Options were issued pursuant to the Mandate.

A summary of the Mandate is provided in Schedule 2.

(h) Voting exclusion statement

A Voting Exclusion Statement has been provided for Resolution 3 in the Special Business Section of this Notice of Meeting.

4.3 Board recommendation

The Board recommends Shareholders vote in favour of Resolution 3.

The Chair intends to vote undirected proxies in favour of the Resolution.

5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO OSISKO DEVELOPMENT CORPORATION

As announced to the ASX on 20 October 2022, the Company entered into a binding letter of intent ( LOI ) with Osisko pursuant to which the Company will be granted an exclusivity to work towards the formulation of an agreement to acquire 100% of the Mineral Claims.

Under the LOI, the Company agreed to issue 500,000 Shares to Osisko ( Osisiko Shares ).

Resolution 4 seeks the approval of Shareholders to issue the Osisko Shares to be issued in accordance with ASX Listing Rule 7.1.

5.1 Regulatory Requirements

The issue of the Osisko Shares does not fit within any of these exceptions and exceeds the 15% limit in ASX Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 7.1.

To this end, Resolution 4 seeks shareholder approval to the issue of the Osisko Shares under and for the purposes of ASX Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Osisko Shares. In addition the issue will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Osisko Shares. In the event the Company can not issue the Osisko Shares to Osisko, the transaction contemplated by the LOI will not complete at this time.

5.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

(a) Name of the person who shall receive the securities

The Osisko Shares shall be issued to Osisko.

Osisko are not a material investor in the Company.[4]

(b) The number and class of securities the entity will issue

The maximum number of Shares to be issued by the Company is 500,000 Shares.

The Osisko Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

The Company will apply to ASX for official quotation of the Osisko Shares.

(d) Date the entity will issue the securities
It is anticipated that, subject to Shareholder approval being received, the Osisko Shares will be issued on 12 December 2022 but otherwise within 3 months after the date of the Meeting.
(e) Issue price or other consideration

The Osisko Shares will be issued at a nil issue price and as consideration for a 12month exclusive option period, whereby the Company will conduct due diligence and exploration on the mineral claims.

(f) Purpose of the issue, including the intended use of the funds raised

The purpose of the issue is to satisfy the consideration payable under the LOI.

(g) Relevant agreement

The Osisko Shares were issued pursuant to the LOI.

A summary of the key terms of the LOI is provided in Schedule 3.
(h) Voting exclusion statement

A Voting Exclusion Statement has been provided for Resolution 4 in the Special Business Section of this Notice of Meeting.

5.3 Board recommendation

The Board recommends Shareholders vote in favour of Resolution 4.

The Chair intends to vote undirected proxies in favour of the Resolution.

6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO MARTIN DALLAIRE

As announced to the ASX on 20 October 2022, the Company entered into a binding term sheet with Martin Dallaire pursuant to which the Company will be granted an opportunity to acquire 100% of 12 Mineral Claims as well as any associated geological data ( Term Sheet ).

Under the Term Sheet, the Company agreed to issue 200,000 Shares to Martin Dallaire ( Noranda Shares ).

Resolution 5 seeks the approval of Shareholders to issue the Noranda Shares to be issued in accordance with ASX Listing Rule 7.1.

4 ASX consider the following to be material investors:

(i). a related party of the entity;

(ii). a member of the entity’s key management personnel; (iii). a substantial holder in the entity; (iv). an adviser to the entity; or

(v). an associate of any of the above,

where such person or entity is being issued more than 1% of the entity’s current issued capital.

6.1 Regulatory Requirements

The issue of the Noranda Shares does not fit within any of these exceptions and exceeds the 15% limit in ASX Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 7.1.

To this end, Resolution 5 seeks shareholder approval to the issue of the Noranda Shares under and for the purposes of ASX Listing Rule 7.1.

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Noranda Shares. In addition the issue will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Noranda Shares. In the event the Company can not issue the Noranda Shares to Martin Dallaire, the transaction contemplated by the Term Sheet will not complete at this time.

6.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) Name of the person who shall receive the securities

The Noranda Shares shall be issued to Martin Dallaire.

Martin Dallaire is not a Material Investor in the Company.[5]

(b) The number and class of securities the entity will issue

The maximum number of Shares to be issued by the Company is 200,000 Shares.

The Noranda Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

The Company will apply to ASX for official quotation of the Noranda Shares.

The Shares will be subject to a six-month voluntary escrow period.

(d) Date the entity will issue the securities
It is anticipated that, subject to Shareholder approval being received, the Noranda Shares will be issued on 12 December 2022 but otherwise within 3 months after the date of the Meeting.
(e) Issue price or other consideration

The Noranda Shares will be issued at a nil issue price and as consideration for an opportunity to acquire 100% of 12 mineral claims as well as any associated geological data.

5 ASX consider the following to be material investors:
(i). a related party of the entity;

(ii). a member of the entity’s key management personnel; (iii). a substantial holder in the entity;

(iv). an adviser to the entity; or

(v). an associate of any of the above,

where such person or entity is being issued more than 1% of the entity’s current issued capital.

(f) Purpose of the issue, including the intended use of the funds raised
The purpose of the issue is to satisfy the consideration payable under the Terms Sheet.
(g) Relevant agreement

The Noranda Shares were issued pursuant to the Term Sheet.

A summary of the key terms of the Term Sheet is provided in Schedule 4.

(h) Voting exclusion statement
A Voting Exclusion Statement has been provided for Resolution 5 in the Special Business Section of this Notice of Meeting.

6.3 Board recommendation

The Board recommends Shareholders vote in favour of Resolution 5.

The Chair intends to vote undirected proxies in favour of the Resolution.

GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

AUD$ or $	an Australian dollar
Associate	has the meaning given to that term in the ASX Listing Rules
ASX	ASX Limited (ACN 008 624 691) or the securities market operated by ASX
	Limited, as the context requires
ASX Listing Rules	the official ASX Listing Rules of the ASX
AWST	Australian Western Standard Time
Board	Board of Directors of Loyal Lithium
Broker Options	has the meaning given to that term in section 1
Canaccord	means Canaccord Genuity (Australia) Limited
CDN$	a Canadian dollar
Chair	Chair of the Annual General Meeting
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

Constitution means the constitution of the Company

Corporations Act the Corporations Act 2001 (Cth) Director a director of the Company Equity Securities has the meaning given to that term in the ASX Listing Rules.

Explanatory the explanatory statement that accompanies this Notice of Meeting Statement

Extraordinary General Meeting or Meeting

the extraordinary general meeting convened by this Notice of Meeting

Key Management	has the meaning given to that term in section 9 of the Corporations Act
Personnel
Lead Manager	means Canaccord
LOI	means the letter of intent entered into between the Company and Osisko,
	dated 20 October 2022
Mandate	means the agreement between Canaccord and the Company for the
	provision of Lead Manager services to the Company under the Placement,
	dated 20 October 2022
Mineral Claims	has the meaning given to that term in the ASX Announcement titled ‘Monger
	triples land position with the acquisition of the Trieste Lithium Project in the
	_James Bay Lithium District, Quebec’,_dated 20 October 2022
Loyal Lithiumor the	means Loyal Lithium Limited (ACN 644 564 241)
Company
Noranda Shares	has the meaning given to that term in section 6 of the Explanatory Statement
Notice of Meetingor	this Notice of the Meeting
Notice of
Extraordinary General
Meeting
Osisko	Osisko Development Corporation (TSXV:ODV)
Osisko Shares	has the meaning given to that term in section 5 of the Explanatory Statement
Placement	has the meaning given to that term in section 1
Placement Shares	means the Tranche 1 and Tranche 2 Placement Shares
Proxy Form	the proxy form enclosed with this Notice of Meeting
Resolutions	the resolutions contained in this Notice of Meeting andResolutionmeans
	one of the resolutions as required
Share	fully paid ordinary share in the capital of the Company
Shareholder	holder of a Share in the Company
Term Sheet	means the binding term sheet entered into between the Company and Martin
	Dallaire, dated 20 October 2022.
Tranche 1 Placement	has the meaning given to that term in section 1
Shares
Tranche 2 Placement	has the meaning given to that term in section 1
Shares

SCHEDULE 1 –TERMS OF THE OPTIONS

The Options to be issued under the Placement will be on the terms described below:

(a) ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) ( Exercise Price ): The amount payable upon exercise of each Option will be at $0.20 ( Exercise Price ).
(c) ( Expiry Date ): Each Option will expire at 5:00 pm (AWST) three (3) years after the date of issue. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) ( Exercise Period ): The Options are exercisable at any time and from time to time on or prior to the Expiry Date ( Exercise Period ).
(e) (Notice of Exercise) : The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) ( Exercise Date ): A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
(g) ( Quotation) : The Company will not apply for quotation of the Options on ASX.
(h) (Timing of issue of Shares on exercise) : Within 5 Business Days after the Exercise Date, the Company will:
(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph h(i) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares.
(j) ( Reconstruction of capital ): If at any time the issued 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 Listing Rules at the time of the reconstruction.
(k) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. The Company must give notice to holders of the Options before the record date for determining entitlements to the issue in accordance with the Listing Rules of ASX.
(l) ( Adjustment for bonus issues of shares ): If the Company makes a bonus issue of Shares or other securities to existing shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(m) ( Change in exercise price ): An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(n) ( Transferability ): The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 2 – SUMMARY OF THE MANDATE

The material terms of the Mandate are as follows:

(a) ( Purpose ) The purpose of the Mandate is for Canaccord to act as lead manager, broker and bookrunner to the offer.
(b) ( Services ) The Lead Manager will act as broker and sole bookrunner to the Company in connection with the offer. The services the Lead Manager will provide shall be as follows:
(i) lead managing and marketing the offer (including overall project management and development and management of the offer timetable in conjunction with the Company);
(ii) in conjunction with the Company's legal and other professional advisers, advising on the timing and structuring of the offer;
(iii) assisting in the drafting by the Company and its other advisors of any marketing documentation required in connection with the offer;
(iv) liaising as reasonably necessary with the Company’s legal, accounting, taxation and other regulatory advisers;
(v) in conjunction with the Company's legal and other professional advisers, assisting with dealings with ASX and ASIC in relation to the offer;
(vi) assisting the Company with its due diligence processes for the offer;
(vii) identifying suitable potential investors to participate in the offer;
(viii) managing the administration of the offer, including the book build process;
(ix) managing the allocation process;
(x) assisting the company with coordinating settlement processes between the company, its share registry and subscribers to the offer; and
(xi) assisting with the communications strategy in relation to the offer.

The engagement of the Lead Manager to perform any services in addition to those specifically described above shall be subject to a separate engagement and the fees for such additional services will be negotiated separately and in good faith.

(c) ( Fees ) In exchange for the services to effect the Purpose, the Company agrees to pay Canaccord the following professional fees:
(i) a capital raising fee of 3% of the gross proceeds raised under the offer; and
(ii) a management fee of 2%, of the gross proceeds raised under the offer.

In addition, the Company agreed to issue 2,000,000 Options at a 50% premium to the issue price (being $0.40) and expiring 3 years from the date of issue.

(d) ( Expenses ) In addition to the Fees, the Company agrees to reimburse Canaccord for all reasonable out of pocket expenses incurred on its behalf. Canaccord agrees not to incur expenses on behalf of the Company in excess of $2,000 without the prior written consent of the Company.
(e) ( No fiduciary relationship ) Nothing in the Mandate creates a fiduciary relationship between the parties.
(f) ( No underwriting ) Nothing in the Mandate constitutes an underwriting agreement, a commitment on the part of the Lead Manager to subscribe for Shares under the Placement or to commit any capital.
(g) ( Term ) The engagement is for an initial term of 1 month, and may be extended upon the mutual agreement of both the Company and the Lead Manager.

(h) ( Termination ):

(i) Canaccord may terminate the Mandate at any time by giving thirty (30) days’ written notice to the Company.
(ii) The Company may terminate the Mandate at any time where the Lead Manager has materially breached the terms of the engagement. Such termination will not be effective unless:
A. the Company has given the Lead Manager notice in writing setting out the reasons why the Lead Manager has materially breached the engagement; and
B. the Lead Manager has not remedied the breach within 14 days of such notice.

If any fee is accrued and owing to the Lead Manager on termination, or accrues after termination, the Company must pay the fee within 14 days of termination or the date of accrual, as the case may be, together with any costs and expenses incurred by the Lead Manager.

(i) ( Other Terms ) The Mandate otherwise contains additional terms that are standard of an agreement of this nature, including with respect to indemnity, representations and warranties.

SCHEDULE 3 - SUMMARY OF THE LOI

The Company and Osisko have signed a LOI pursuant to which the Purchaser has exclusivity to work towards the formulation of an agreement to acquire 100% of the Mineral Claims with the following terms:

(a) ( Option ) The Company will issue Osisko 500,000 Shares for a 12-month exclusive option period ( Option Period ), whereby the Company will conduct due diligence and exploration on the Claims.
(b) ( Escrow ) Shares issued by the Company to Osisko for the grant of the Option will be subject to a 12-month escrow period from the date of issue.
(c) ( Minimum Expenditure ) As a pre-condition to the exercise of the Option, the Company must spend a minimum of CDN$200,000 during the Option Period so that it has the right to Purchase the Claims from Osisko ( Minimum Expenditure Condition ).
(d) ( Purchase Price ) At any time up until the end of the Option Period and subject to satisfaction of the Minimum Expenditure Condition, the Company may purchase the Claims for CDN$500,000 in either cash or Shares at the purchaser’s election provided that the Company has met the Minimum Expenditure
(e) ( Exercise ) The Company may exercise the Option at any time during the Option Period (but subject to the satisfaction of the Minimum Expenditure Condition) by notice in writing to Osisko. Settlement will occur no later than 30 days after the exercise of the Option, or at such other time as the parties may agree, acting reasonably.
(f) ( Milestone Payment ): Should a JORC resource of at least 10MT @ a minimum of 1% Li20 be discovered on the Claims the Company will pay Osisko CDN$3,000,000 in either cash or Shares at the Company’s election.
(g) ( Royalty ) The Purchaser acknowledges the existing royalties on the Claims of 2% NSR.

SCHEDULE 4 - SUMMARY OF THE TERM SHEET

The Company and Martin Dallaire have entered into a binding term sheet ( Term Sheet ) pursuant to which Mr Dallaire has granted the Company the opportunity to acquire 100% of 12 Mineral Claims as well as any associated geological data.

The key terms are as follows:

(a) ( Consideration ): At settlement, the following consideration is payable by the Company to Mr Dallaire (and/or its nominees):
CDN$15,000 cash;
200,000 Shares. The Shares will be subject to a six-month voluntary escrow; and
CDN$1 million in cash or in Performance Shares at the Company’s discretion, subject to the discovery of a JORC compliant resource of at least 10MT of Li20 at a minimum of 1%.
(b) ( Royalty ) From settlement, the Company grants Mr Dallaire (and/or his nominee) a 2.0% net smelter royalty on all minerals recovered from the Mineral Claims ( Royalty ). The Company has the option to buy-back 1.00% of the Royalty ( Royalty Option ) for the following consideration if the Royalty Option is exercised within 4 years of the Settlement Date, for CDN$1 million and if the Royalty Option is exercised thereafter, for CDN$2.5 million.

LOYAL LITHIUM LIMITED | ACN 644 564 241

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Holder Number:

Your proxy voting instruction must be received by 9.00am (AWST) on Saturday, 10 December 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

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 Shareholders 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 Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 – How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Insert Company Name, to be held virtually at 9.00am (AWST) on Monday, 12 December 2022 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing 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 and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

VIRTUAL PARTICIPATION AT THE EGM:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

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

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

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

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STEP 2 – Your voting direction

Resolutions	Resolutions	For	Against Abstain	Against Abstain
1.	RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES
2.	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES
3.	APPROVAL TO ISSUE BROKER OPTIONS to CANACCORD GENUITY (AUSTRALIA) LIMITED
4.	APPROVAL TO ISSUE SHARES TO OSISKO DEVELOPMENT CORPORATION
5.	APPROVAL TO ISSUE SHARES TO MARTIN DALLAIRE

STEP 3 – Signatures and contact details

Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:

Email Address:

	ically ( /		lly per /

		where lega

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AI assistant

LOYAL METALS LTD — Proxy Solicitation & Information Statement 2022

65244_rns_2022-11-13_46a98d33-c54d-49a9-b286-da8e8132ae64.pdf

Loyal Lithium Limited ACN 644 564 241

EXTRAORDINARY GENERAL MEETING – NOTICE AND PROXY FORM

LOYAL LITHIUM LIMITED

(ACN 644 564 241)

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY STATEMENT

How Shareholders Can Participate

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

VOTING ON THE DAY

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL BUSINESS

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES

2. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

3. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS TO CANACCORD GENUITY (AUSTRALIA) LIMITED

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO OSISKO DEVELOPMENT CORPORATION

5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO MARTIN DALLAIRE

ENQUIRIES

BY ORDER OF THE BOARD OF DIRECTORS

Ian Pamensky Company Secretary

EXPLANATORY STATEMENT

1. BACKGROUND TO RESOLUTIONS 1 TO 3

2. RESOLUTION 1 - RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES

2.1 Regulatory Requirements

2.2 Technical information required by Listing Rule 7.5

(g) Relevant agreement

2.3 Board recommendation

3. RESOLUTION 2 - APPROVAL TO ISSUE TRANCHE 2 PLACMENT SHARES

3.1 Regulatory Requirements

3.2 Technical information required by ASX Listing Rule 7.3

(a) Name of the person who shall receive the securities

3.3

Board recommendation

4. RESOLUTION 3 - APPROVAL TO ISSUE BROKER OPTIONS TO CANACCORD GENUITY (AUSTRALIA) LIMITED

4.1 Regulatory Requirements

4.2 Technical information required by ASX Listing Rule 7.3

4.3 Board recommendation

5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO OSISKO DEVELOPMENT CORPORATION

5.1 Regulatory Requirements

5.2 Technical information required by ASX Listing Rule 7.3

5.3 Board recommendation

6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO MARTIN DALLAIRE

6.1 Regulatory Requirements

6.2 Technical information required by ASX Listing Rule 7.3

6.3 Board recommendation

GLOSSARY

SCHEDULE 1 –TERMS OF THE OPTIONS

SCHEDULE 2 – SUMMARY OF THE MANDATE

(h) ( Termination ):

SCHEDULE 3 - SUMMARY OF THE LOI

SCHEDULE 4 - SUMMARY OF THE TERM SHEET

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