MEC RESOURCES LIMITED — Proxy Solicitation & Information Statement 2023

Jun 5, 2023

==> picture [114 x 47] intentionally omitted <==

6 June 2023

Dear Shareholder

MEC Resources Limited is convening an Annual General Meeting of shareholders to be held on 4 July 2023 at 10:30am WST ( Meeting ).

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has made a valid request for a hard copy.

The Notice of Meeting can be viewed and downloaded from the links set out below.

• You can access the Meeting materials online at the Company’s website: https://www.mecresources.com.au/announcements/.

• A complete copy of the Meeting materials has been posted to the Company’s ASX Market announcements page at www2.asx.com.au under the Company’s ASX code “MMR”.

The Company strongly encourages shareholders to lodge a directed proxy form prior to the Meeting. A copy of a blank Proxy Form is enclosed for your convenience. To vote by proxy please complete and return the attached proxy form to the Company’s company secretary Robert Marusco by:

• Post to: MEC Resources Ltd, Attention R Marusco Company Secretary PO Box 117 North Fremantle WA 6159

• Email to: robert@herecapital.com.au

• By hand to: Level 1, 9 Bowman Street South Perth WA

• Fax to: +61 8 9328 8733

Your proxy form must be received by 10.30am WST on Sunday 2 July 2023 being not less than 48 hours before the commencement of the Meeting. Any proxies received after that time will not be valid for the Meeting.

The Company is holding a physical meeting.

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

Sincerely

David Breeze Managing Director MEC Resources Ltd

MEC Resources Ltd

ACN 113 900 020 Level 1, 9 Bowman Street, South Perth WA 6151 T: +61 412 593 363 info@mecresources.com.au

www.mecresources.com.au

==> picture [74 x 33] intentionally omitted <==

PROXY FORM

MEC RESOURCES LIMITED ACN 113 900 020 2022 ANNUAL GENERAL MEETING

I/We

of:

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

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at Level 1, 9 Bowman Street South Perth WA 6151, on 4 July 2023 at 10.30am (WST), and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

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

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

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

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Election of Director – Steve James
Resolution 3	Adoption of Incentive Plan
Resolution 4	Issue of Securities to Director – David Breeze
Resolution 5	Issue of Securities to Director – Andrew Jones
Resolution 6	Issue of Securities to Director – Anthony Huston
Resolution 7	Issue of Securities to Related Party – Steve James
Resolution 8	Ratification of prior Issue of Placement Shares – Feb Placement
Resolution 9	Ratification of prior Issue of Placement Shares – April Placement
Resolution 10	Approval to Issue Free Attaching Options – April Placement
Resolution 11	Approval of 7.1A Mandate
Resolution 12	Approval of Amendment to Constitution
Resolution 13	Approval to issue shares in consideration for services – Douglas Verley
Resolution 14	Approval to issue shares in consideration for services – Geoff Murray
Resolution 15	Ratification of prior issue shares to LeMessurier in consideration for services
Resolution 16	Approval to Issue Free Attaching Options to LeMessurier
Resolution 17	Re-Election of Director – Andrew Jones

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

%

==> picture [74 x 33] intentionally omitted <==

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

Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

==> picture [74 x 33] intentionally omitted <==

Instructions for completing Proxy Form

1. Appointing a proxy

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

2. Direction to vote

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

3. Compliance with Listing Rule 14.11

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

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

4.

Signing instructions :

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

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

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

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

5. Attending the Meeting

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

==> picture [74 x 33] intentionally omitted <==

6. Lodgement of Proxy Form

Proxy forms can be lodged by completing and signing the enclosed Proxy Form and returning by:

• (a) post to MEC Resources Limited, PO Box 117 NORTH FREMANTE WA 6159;

• (b) facsimile to the Company on facsimile number +61 8 9328 8733; (c) hand delivering to Level 1, 9 Bowman Street South Perth WA; or

• (d) email to the Company at robert@herecapital.com.au,

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

Proxy Forms received later than this time will be invalid.