HORIZON MINERALS LIMITED ACN 007 761 186

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting of Shareholders to be held on Friday, 25 September 2020 at 10am (WST) at 163 Stirling Highway, Nedlands, Western Australia

This is an important document. Please read it carefully.

Shareholders are urged to vote by lodging the proxy form attached to this Notice.

Shareholders wishing to attend in person are advised that strict social distancing rules will apply. There will be no catering for the event.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of Horizon Minerals Limited will be held at:

163 Stirling Highway Commencing Nedlands, Western Australia, 6009 at 10am (WST) on Friday, 25 September 2020

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10am (WST). Given the current COVID-19 pandemic, Shareholders are urged to vote by proxy .

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible and either deliver the proxy form by post, by facsimile or by email in accordance with the instructions on the proxy form. You may also submit your proxy form online in accordance with instructions on the proxy form.

Your proxy form must be received not later than 48 hours before the commencement of the Meeting.

Your proxy form is enclosed.

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HORIZON MINERALS LIMITED ACN 007 761 186

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Horizon Minerals Limited will be held at 163 Stirling Highway, Nedlands, Western Australia on Friday, 25 September 2020 at 10am (WST) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1

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

" That the issue of 25,000,000 Shares to institutional investors on 23 March 2020 as a placement under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement. "

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(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.

RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS UNDER LISTING RULE 7.1

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

" That the issue of 24,000,000 Options as a loan facilitation fee to Sparta AG on 15 April 2020 under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement. "

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Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Sparta AG, or an associate of that person. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(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.

RESOLUTION 3 – RATIFICATION OF TRANCHE 1 PLACEMENT OF SHARES UNDER LISTING RULE 7.1

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

" That the issue of 15,100,000 Shares to institutional investors on 21 August 2020 as part of a tranche 1 placement under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement. "

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(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.

RESOLUTION 4 – RATIFICATION OF TRANCHE 1 PLACEMENT OF SHARES UNDER LISTING RULE 7.1A

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

" That the issue of 42,400,000 Shares to institutional investors on 21 August 2020 as part of a tranche 1 placement under Listing Rule 7.1A is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement. "

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(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(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.

RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT OF SHARES UNDER LISTING RULE 7.1

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

"That the issue up to 57,500,000 Shares to institutional investors as a tranche 2 placement is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(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.

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VOTING AND PROXIES

A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
The Chairman of the Meeting will vote undirected proxies in favour of all Resolutions.
In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 23 September 2020 at 10am (WST).
A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

By order of the Board

Ms Bianca Taveira Company Secretary

Dated: 21 August 2020

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HORIZON MINERALS LIMITED ACN 007 761 186

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1

1.1 Background

On 23 March 2020 (" Issue Date ") the Company issued 25,000,000 Shares under a placement (" Issue ").

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

The Issue does not fit within any of these exceptions and, as it has not yet been approved by the Company's Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to the Issue under and for the purposes of Listing Rule 7.4.

If this Resolution is passed, the Issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date.

If this Resolution is not passed, the Issue will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date.

1.2 Listing Rule 7.5

For Shareholders to approve the Issue under and for the purposes of Listing Rule 7.4, the following information is provided to Shareholders in accordance with Listing Rule 7.5:

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(a) The securities were issued to institutional investors (including sophisticated and professional investors) exempt from or outside the disclosure requirements under Chapter 6D of the Corporations Act. Jett Capital Advisers LLC and Bell Potter Securities Limited acted as joint lead managers to the placement. None of the subscribers is a related party of the Company.
(b) The number of securities issued was 25,000,000 Shares.
(c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued shares.
(d) The Shares were issued on 23 March 2020.
(e) The Shares were issued at 8 cents each.
(f) The funds raised from the issue of the Shares have and will be used for exploration drilling at Project areas, progress of Feasibility work and general working capital.
(g) The securities were not issued under an agreement.

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS UNDER LISTING RULE 7.1

2.1 Background

On 15 April 2020 (" Issue Date ") the Company issued 24,000,000 Options under a placement (" Issue ").

To this end, this Resolution seeks Shareholder approval to the Issue under and for the purposes of Listing Rule 7.4.

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2.2 Listing Rule 7.5

For Shareholders to approve the Issue under and for the purposes of Listing Rule 7.4, the following information is provided to Shareholders in accordance with Listing Rule 7.5:

(a) The securities were issued to Sparta AG, which is not a related party of the Company.
(b) The number of securities issued was 24,000,000 Options.
(c) The Options were issued as 2 series of Options. The first series of 12,000,000 Options have an exercise price of 12 cents and an expiry date of 30 September 2022. The full terms of this first series of Options is set out in Schedule 1. The second series of 12,000,000 Options have an exercise price of 16 cents and an expiry date of 30 September 2022. The full terms of this second series of Options is set out in Schedule 2.
(d) The Options were issued on 15 April 2020.
(e) The Options were issued for nil cash consideration.
(f) The purpose of the issue of the Options was it constituted a loan facilitation fee paid to Sparta AG for providing a $4,000,000 loan facility to the Company. No funds were raised by the issue of the Options.
(g) The Options were issued under a loan deed by which Sparta AG provided a working capital loan facility for $4,000,000 to the Company secured by a first ranking mining mortgage over the Boorara Gold Mine of the Company. Repayment date is 18 March 2021, interest is 20% per annum and the Company is required to issue the 24,000,000 Options the subject of this Resolution (see ASX announcement of 16 March 2020).

3. BACKGROUND TO PLACEMENT (RESOLUTIONS 3, 4 AND 5)

In accordance with the Company's ASX announcement of 13 August 2020, the Company intends to place a total of up to 115,000,000 Shares at 14 cents per Share in 2 tranches to raise $16,100,000 before costs. Tranche 1 consists of 57,500,000 Shares and tranche 2 consists of 57,500,000 Shares.

Tranche 1 has been issued to institutional investors who are unrelated parties utilising the Company's Listing Rule 7.1 capacity (and for which ratification is sought under Resolution 3) and part of the Company's Listing Rule 7.1A capacity (and for which ratification is sought under Resolution 4). Listing Rule 7.1 approval is being sought by Resolution 5 to issue tranche 2 of the placement to institutional investors who are unrelated parties.

The funds from the placement are intended to be used to accelerate an exploration drilling program focused on reserve conversion, resource growth and testing new discover targets, advance the consolidated Definitive Feasibility Study and for general working capital.

4. RESOLUTIONS 3 AND 4 - RATIFICATION OF TRANCHE 1 PLACEMENT OF SHARES UNDER LISTING RULES 7.1 AND 7.1A

4.1 Background

As referred to in Section 3 above, Resolutions 3 and 4 are seeking to ratify tranche 1 of a placement announced on 13 August 2020.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over

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any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

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

An "eligible entity" means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes and obtained approval at its 2019 annual general meeting to the additional 10% capacity under Listing Rule 7.1A.

The Company is therefore able to issue equity securities up to a combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval within the limits provided.

The Company undertook tranche 1 of the placement by relying on its placement capacity under Listing Rule 7.1 and part of its placement capacity under Listing Rule 7.1A as the issue did not fall within any of the exceptions to Listing Rule 7.1.

15,100,000 Shares were issued pursuant to the Company's Listing Rule 7.1 capacity and are the subject of Resolution 3. 42,400,000 Shares were issued pursuant to the Company's Listing Rule 7.1A capacity, which capacity was approved by Shareholders at the annual general meeting held on 29 November 2019. These Shares are the subject of Resolution 4.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 or Listing Rule 7.1A (as the case may be) and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

To this end, Resolutions 3 and 4 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of tranche 1 of the placement.

If Resolution 3 is passed, the 15,100,000 Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 3 is not passed, the 15,100,000 Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 4 is passed, the 42,400,000 Shares will be excluded in calculating the Company's additional 10% capacity in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval under Listing Rule 7.1A until 29 November 2020.

If Resolution 4 is not passed, the 42,400,000 Shares will be included in calculating the Company's additional 10% capacity in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval under Listing Rule 7.1A until 29 November 2020.

4.2 Listing Rule 7.5

For Shareholders to approve the issue of tranche 1 of the placement Shares under and for the purposes of Listing Rule 7.4, the following information is provided to Shareholders in accordance with Listing Rule 7.5:

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(a) The securities were issued to institutional investors (including sophisticated and professional investors) exempt from or outside the disclosure requirements under Chapter 6D of the Corporations Act. Hartleys Limited and Bell Potter Securities acted as joint lead managers to the placement. None of the subscribers is a related party of the Company.
(b) 57,500,000 Shares were issued on the following basis:
(i) 15,100,000 Shares were issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 3); and
(ii) 42,400,000 Shares were issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 4).
(c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued shares.
(d) The Shares were issued on 21 August 2020.
(e) The Shares were issued at 14 cents each.
(f) The purpose of the issue was to raise funds to be used as set out in Section 3 above.
(g) The Shares were not issued under an agreement.

5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT OF SHARES UNDER LISTING RULE 7.1

5.1 Background

As referred to in section 3 above, Resolution 5 is seeking approval to the issue of tranche 2 of a placement announced on 13 August 2020.

The issue of the securities the subject of this Resolution does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company's Shareholders under Listing Rule 7.1.

This Resolution seeks the required Shareholder approval to the issue up to 57,500,000 Shares under and for the purposes of Listing Rule 7.1.

If this Resolution is passed, the Company will be able to proceed with the issue of this second tranche. 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 Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue of this second tranche and the Company will not raise the sum of $8,050,000 the subject of this issue.

5.2 Listing Rule 7.3

For Shareholders to approve the issue of the tranche 2 Shares under and for the purposes of Listing Rule 7.1, the following information is provided to Shareholders in accordance with Listing Rule 7.3:

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(a) The Shares the subject of this Resolution will be issued to institutional investors (including sophisticated and professional investors) exempt from or outside the disclosure requirements under Chapter 6D of the Corporations Act. Hartleys Limited and Bell Potter Securities act as joint lead managers to the placement. None of the subscribers will be a related party of the Company.
(b)
The number of securities to issue is up to 57,500,000 Shares.
(c) The Shares will be fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.
(d) The Shares will be issued no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(e) The Shares will be issued at an issue price of 14 cents each.
(f) The purposes of the issue of the Shares is to raise funds as a tranche 2 of a placement, which funds are intended to be used as set out in Section 3 above.
(g) The Shares are not being issued under an agreement.

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HORIZON MINERALS LIMITED ACN 007 761 186

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" ASIC " means Australian Securities and Investments Commission.

" ASX " means the ASX Limited (ACN 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

" Board " means the Board of Directors of the Company.

" Chair " or " Chairman " means the chairman of the Company.

" Company " or " HRZ " means Horizon Minerals Limited (ACN 007 761 186).

" Constitution " means the constitution of the Company.

" Corporations Act " means Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" Explanatory Statement " means this Explanatory Statement.

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

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to acquire a Share.

" Resolution " means a resolution referred to in the Notice.

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

" Shareholder " means a registered holder of Shares in the Company.

" WST " means Western Standard Time, Perth, Western Australia.

" A$ " or " $ " means Australian dollars unless otherwise stated.

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SCHEDULE 1

Terms of first series of Options (Resolution 2)

The terms of the issue of the first series of Options are:

Each Option entitles the holder to one Share (fully paid ordinary share).
The Options may be exercised at any time prior to 5.00pm WST on 30 September 2022.
The exercise price of the Options is 12 cents each.
The Options are freely transferable. The Options are not intended to be quoted on ASX.
The Company will provide to each Option holder a notice that is to be completed when exercising the Options ("Notice of Exercise"). Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the expiry date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of the exercise price per Share.
All Shares issued upon the exercise of the Options will rank equally in all respects with the Company's then issued Shares. The Company will apply to the ASX in accordance with the Listing Rules for all Shares issued pursuant to the exercise of the Options to be admitted to quotation.
There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues or pro-rata issues of capital to Shareholders during the term of the Options. Thereby, the Option holder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue or reconstruction. The Company will ensure, for the purposes of determining entitlements to any issue, that Option holder will be notified of a proposed issue after the issue is announced. This will give Option holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in such issues.
If there is a bonus issue ("Bonus Issue") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Option holder shall be reconstructed (as appropriate) in accordance with the Listing Rules.

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SCHEDULE 2

Terms of second series of Options (Resolution 2)

The terms of the issue of the second series of Options are:

Each Option entitles the holder to one Share (fully paid ordinary share).
The Options may be exercised at any time prior to 5.00pm WST on 30 September 2022.
The exercise price of the Options is 16 cents each.
The Options are freely transferable. The Options are not intended to be quoted on ASX.
The Company will provide to each Option holder a notice that is to be completed when exercising the Options ("Notice of Exercise"). Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the expiry date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of the exercise price per Share.
All Shares issued upon the exercise of the Options will rank equally in all respects with the Company's then issued Shares. The Company will apply to the ASX in accordance with the Listing Rules for all Shares issued pursuant to the exercise of the Options to be admitted to quotation.
There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues or pro-rata issues of capital to Shareholders during the term of the Options. Thereby, the Option holder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue or reconstruction. The Company will ensure, for the purposes of determining entitlements to any issue, that Option holder will be notified of a proposed issue after the issue is announced. This will give Option holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in such issues.
If there is a bonus issue ("Bonus Issue") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Option holder shall be reconstructed (as appropriate) in accordance with the Listing Rules.

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

HRZ

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (WST) Wednesday, 23 September 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

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

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001

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

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



I 9999999999

I ND

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Horizon Minerals Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Horizon Minerals Limited to be held at 163 Stirling Highway, Nedlands, Western Australia on Friday, 25 September 2020 at 10:00am (WST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

1 Ratification of Placement of Shares Under Listing Rule 7.1
2 Ratification of Issue of Options Under Listing Rule 7.1
3 Ratification of Tranche 1 Placement of Shares under Listing Rule 7.1
4 Ratification of Tranche 1 Placement of Shares under Listing Rule 7.1A
5 Approval to issue Tranche 2 Placement of Shares under Listing Rule 7.1

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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

MARITANA MINERALS LIMITED — Proxy Solicitation & Information Statement 2020

65376_rns_2020-08-20_5720359b-b9bd-4668-b61d-8c5cd0a0ba27.pdf

HORIZON MINERALS LIMITED ACN 007 761 186

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

Your proxy form is enclosed.

HORIZON MINERALS LIMITED ACN 007 761 186

NOTICE OF GENERAL MEETING

RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1

RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS UNDER LISTING RULE 7.1

RESOLUTION 3 – RATIFICATION OF TRANCHE 1 PLACEMENT OF SHARES UNDER LISTING RULE 7.1

RESOLUTION 4 – RATIFICATION OF TRANCHE 1 PLACEMENT OF SHARES UNDER LISTING RULE 7.1A

RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT OF SHARES UNDER LISTING RULE 7.1

VOTING AND PROXIES

By order of the Board

Ms Bianca Taveira Company Secretary

HORIZON MINERALS LIMITED ACN 007 761 186

EXPLANATORY STATEMENT

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1

1.1 Background

1.2 Listing Rule 7.5

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS UNDER LISTING RULE 7.1

2.2 Listing Rule 7.5

3. BACKGROUND TO PLACEMENT (RESOLUTIONS 3, 4 AND 5)

4. RESOLUTIONS 3 AND 4 - RATIFICATION OF TRANCHE 1 PLACEMENT OF SHARES UNDER LISTING RULES 7.1 AND 7.1A

4.1 Background

4.2 Listing Rule 7.5

5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT OF SHARES UNDER LISTING RULE 7.1

5.1 Background

5.2 Listing Rule 7.3

HORIZON MINERALS LIMITED ACN 007 761 186

GLOSSARY

SCHEDULE 1

Terms of first series of Options (Resolution 2)

SCHEDULE 2

Terms of second series of Options (Resolution 2)

Need assistance?

Phone:

Online:

YOUR VOTE IS IMPORTANT

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

Online:

APPOINTMENT OF PROXY

Control Number: 999999

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

By Mail:

By Fax:

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative



I ND

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

Step 2 Items of Business

Step 3 Signature of Securityholder(s)

More from MARITANA MINERALS LIMITED

MARITANA MINERALS LIMITED Proxy Solicitation & Information Statement 2020