METEORIC RESOURCES NL — Proxy Solicitation & Information Statement 2019

Dec 5, 2019

METEORIC RESOURCES NL

ACN 107 985 651

NOTICE OF GENERAL MEETING

TIME : 10:00AM (WST) DATE : 13 January 2020 PLACE : Level 1, 33 Ord St WEST PERTH WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

If you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9226 2011

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CONTENTS PAGE

Agenda (the proposed resolutions)	2
Explanatory Statement	5
Glossary	11
Proxy Form	Enclosed
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that a General Meeting of the Shareholders of Meteoric Resources NL will be held at 10:00AM (WST) on Monday, 13 January 2020 at Level 1, 33 Ord St, West Perth WA 6005.

YOUR VOTE IS IMPORTANT

The business of the General 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 General Meeting are those who are registered Shareholders at 10:00AM (WST) on Saturday, 11 January 2020.

VOTING IN PERSON

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

VOTING BY PROXY

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

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AGENDA – SPECIAL BUSINESS

RESOLUTION 1: RATIFICATION OF PRIOR ISSUE – TRANCHE 1 PLACEMENT SHARES

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the issue under Listing Rule 7.1 by the Company of 135,000,000 Shares on the terms and conditions set out in the Explanatory Statement ."

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any Associates of those persons. The Company need not disregard a vote if it is cast in favour of the resolution by:

• (a) a person or attorney as a proxy for a person who is entitled to vote, in accordance with the 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, 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 PRIOR ISSUE – TRANCHE 1 PLACEMENT SHARES

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the issue under Listing Rule 7.1A by the Company of 5,000,000 Shares on the terms and conditions set out in the Explanatory Statement ."

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any Associates of those persons. The Company need not disregard a vote if it is cast in favour of the resolution by:

• (a) a person or attorney as a proxy for a person who is entitled to vote, in accordance with the 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, 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: ISSUE OF TRANCHE 2 PLACEMENT SHARES

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue by the Company of up to 5,000,000 fully paid ordinary shares at 5 cents per share on the terms and conditions set out in the Explanatory Statement ."

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Voting Exclusion : The Company will disregard any votes cast in favour of this 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 Company) or an Associate of that person (or those persons). However, the Company need not disregard a vote if it is cast in favour of the resolution by:

• (a) a person or attorney as a proxy for a person who is entitled to vote, in accordance with the 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, 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: PARTICIPATION OF DIRECTOR IN PLACEMENT – DR ANDREW TUNKS

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 400,000 Shares at an issue price of $0.05 per Share to Dr Andrew Tunks (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by Dr Andrew Tunks or any Associate of Dr Tunks. However, the Company need not disregard a vote if it is cast in favour of the resolution by:

• (a) a person or attorney as a proxy for a person who is entitled to vote, in accordance with the 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, 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: PARTICIPATION OF DIRECTOR IN PLACEMENT – MS SHASTRI RAMNATH

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 300,000 Shares at an issue price of $0.05 per Share to Ms Shastri Ramnath (or her nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by Ms Shastri Ramnath or any Associate of Ms Ramnath. However, the Company need not disregard a vote if it is cast in favour of the resolution by:

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

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• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote, 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.

DATED: 6 DECEMBER 2020

BY ORDER OF THE BOARD

MATTHEW FOY COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTIONS 1 & 2: RATIFICATION OF PRIOR ISSUE – TRANCHE 1 PLACEMENT SHARES

1.1 Background

As announced to the market on 20 November 2019, the Company has received commitments to raise up to $7 million (before costs) through the issue of up to 140,000,000 Shares at an issue price of $0.05 per Share via a two tranche placement ( Placement ). In addition, two Directors of Meteoric have agreed to take part in the placement which are the subject of Resolutions 3 and 4.

The Placement was supported by a number of institutional, sophisticated and professional investors.

The funds raised through the Placement will allow Meteoric to accelerate its exploration at the 100% owned Juruena and Novo Astro Gold Projects located 30 km apart in the highly prospective Alta Floresta Gold Belt in state of Mato Grosso, Brazil, where the Company is currently completing maiden drill programs at both projects (the Projects ).

The Placement is to be completed through two tranches. On 29 November 2019 the Company completed tranche 1 of the Capital Raising of $6.75 million through the placement of 130,000,000 Shares at an issue price of $0.05 per Share to institutional, sophisticated and professional investors in the following proportions

• 130,000,000 Shares were issued at $0.05 per Share under ASX Listing Rule 7.1 and are the subject of Resolution 1; and

• 5,000,000 Shares were issued at $0.05 per Share under ASX Listing Rule 7.1A and are the subject of Resolution 2.

(together, the Tranche 1 Placement Shares ).

On 22 November 2019 the Company held its annual general meeting where shareholder approval was sought and obtained to, amongst other things, refresh its placement capacity pursuant to Listing Rule 7.1 and approve an additional 10% placement capacity pursuant to Listing Rule 7.1A.

The Company issued the Shares the subject of the Tranche 1 Placement without prior Shareholder approval pursuant to both its 15% annual placement capacity under ASX Listing Rule 7.1 and additional 10% placement capacity under ASX Listing Rule 7.1A.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 130,000,000 Shares under the Tranche 1 Placement issued on 29 November 2019 at an issue price of $0.05 per Share under ASX Listing Rule 7.1.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 5,000,000 Shares under the Tranche 1 Placement issued on 29 November 2019 at an issue price of $0.05 per Share under ASX Listing Rule 7.1A.

1.2 Regulatory Requirements

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which

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represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to have the additional capacity to issue equity securities during any 12 month period up to that amount which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period, subject to that issue satisfying certain criteria.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and up to the 10% additional placement capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

1.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1 & 2.

• (a) In relation to Resolution 1, 130,000,000 Placement Shares were issued and in relation to Resolution 2, 5,000,000 Placement Shares were issued;

• (b) the Placement Shares were issued for $0.05 per Share;

• (c) the Shares were issued on the same terms as the existing issued Shares in the Company. Application has been made for their quotation on ASX;

• (d) the Shares were issued to institutional, sophisticated and professional investors, who are not related parties of the Company;

• (e) funds received will be used to advance exploration at the 100% owned Juruena and Novo Astro Gold Projects located 30 km apart in the highly prospective Alta Floresta Gold Belt in state of Mato Grosso, Brazil and for working capital purposes; and

• (f) a voting exclusion statement for Resolutions 1 and 2 are included in the Notice of General Meeting preceding this Explanatory Statement.

1.4 Directors’ recommendation

The Board of Directors recommends that Shareholders vote in favour of Resolutions 1 and 2.

The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

2. RESOLUTION 3: ISSUE OF TRANCHE 2 PLACEMENT

2.1 General

As detailed in Section 1.1 of this Explanatory Statement, the Company received commitments to raise up to $7 million (before costs) through the issue of up to 140,000,000 Shares at an issue price of $0.05 per Share via a two-tranche placement ( Placement ).

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Resolution 3 seeks Shareholder approval for the issue of up to 5,000,000 Tranche 2 Placement Shares at an issue price of $0.05 to raise up to $250,000 (before costs) ( Tranche 2 Placement Shares ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 3 will be to allow the Company to issue the Tranche 2 Placement Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

2.2 Technical information required by ASX Listing Rule 7.1

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

• (a) the maximum number of Shares to be issued is 5,000,000.

• (b) the issue price of the Tranche 2 Placement Shares is $0.05 per Share;

• (c) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all of the Tranche 2 Placement Shares will occur on the same date;

• (d) the Tranche 2 Placement Shares will be issued to sophisticated and professional investors none of which are related parties of the Company;

• (e) funds received will be used to advance exploration at the 100% owned Juruena and Novo Astro Gold Projects located 30 km apart in the highly prospective Alta Floresta Gold Belt in state of Mato Grosso, Brazil and for working capital purposes; and

• (f) a voting exclusion statement for Resolutions 1 and 2 are included in the Notice of General Meeting preceding this Explanatory Statement.

The Directors of the Company unanimously recommend that shareholders vote in favour of Resolution 3.

The Chairman of the Meeting will be casting undirected proxies in favour of this Resolution.

3. RESOLUTIONS 4 & 5: PARTICIPATION OF DIRECTORS IN THE PLACEMENT – DR ANDREW TUNKS AND MS SHASTRI RAMNATH

3.1 Background

As detailed in the Explanatory Statement for Resolution 1, at section 1.1, the Company is proposing to undertake the Placement for the purposes of raising funds to advance the Juruena and Novo Astro Gold Projects.

Resolutions 4 and 5 seek approval to issue Shares under the Placement to two Directors of the Company, Dr Andrew Tunks and Ms Shastri Ramnath (or their respective nominees), should they elect to subscribe for Shares under the Placement.

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3.2 Listing Rules

Listing Rule 10.11 provides that, unless a specified exception applies, a company must not issue or agree to issue securities to a related party without the approval of ordinary shareholders. A “related party”, for the purposes of the Listing Rules, has the meaning given to it in the Corporations Act, and includes the directors of a company.

As such, Shareholder approval is sought under Listing Rule 10.11 as Resolutions 4 & 5 proposes the issue of 400,000 Shares and 300,000 to Dr Tunks and Ms Ramnath respectively on the same terms as the Placement. Dr Tunks and Ms Ramnath are related parties of the Company by virtue of their directorships.

As Shareholder approval is being sought under Listing Rule 10.11, approval is not also required under Listing Rule 7.1.

3.3 Listing Rule 10.13

In compliance with the information requirements of Listing Rule 10.13, Shareholders are advised of the following information:

(a) Names of persons to receive securities

Dr Andrew Tunks (or his nominee) with respect to Resolution 4; and

Ms Shastri Ramnath (or her nominee) with respect to Resolution 5.

(b) Maximum number of securities to be issued

The maximum number of shares to be acquired by Dr Tunks under Resolution 4 is 400,000.

The maximum number of shares to be acquired by Ms Ramnath under Resolution 5 is 300,000 Shares.

(c) Date of issue

The Shares will be issued no later than 1 month after the date of the General Meeting (or such later date as permitted by ASX waiver or modification of the Listing Rules).

(d) Relationship with the Company

The Shares are proposed to be issued to Directors Dr Andrew Tunks and Ms Shastri Ramnath who are related parties of the Company by virtue of being Directors of the Company.

(e) Issue price

The issue price per Share is $0.05.

(f) Terms of issue

The Shares will be 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 the existing Shares.

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

• (g) Intended use of the funds raised

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Funds received will be used to advance exploration at the 100% owned Juruena and Novo Astro Gold Projects located 30 km apart in the highly prospective Alta Floresta Gold Belt in state of Mato Grosso, Brazil and for working capital purposes.

(h)

Voting exclusion statement

A voting exclusion statement for Resolutions 4 & 5 are included in the Notice of General Meeting preceding this Explanatory Statement.

3.4 Regulatory Requirements: Corporations Act

Chapter 2E of the Corporations Act regulates the provision of “financial benefits” to “related parties” by a public company. Chapter 2E prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

• (b) prior shareholder approval is obtained to the giving of the financial benefit.

A “related party” is widely defined under the Corporations Act and includes the directors of the company. As such, the Directors of the Company are related parties of the Company for the purposes of Section 208 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, Section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities or the granting of an option to a related party.

The issue of the Shares under Resolutions 4 & 5 constitutes the provision of a financial benefit to a related party.

One of the nominated exceptions to the requirement to obtain shareholder approval under Chapter 2E of the Corporations Act is where the provision of the financial benefit is on terms that would be reasonable in the circumstances if the Company and the related party were dealing at arm’s length (or on terms less favourable than arm’s length). Given that Dr Tunks and Ms Ramnath will be participating in the Placement on the same arm’s length terms as the parties who are not related parties of the Company, the Board considers the issue of Shares under Resolutions 4 & 5 to constitute the provision of a financial benefit on arm’s length terms and accordingly, that Shareholder approval under Chapter 2E of the Corporations Act is not required.

3.5

Board Recommendation

The Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Shares to Dr Tunks and Ms Ramnath pursuant to Resolutions 4 & 5.

Dr Andrew Tunks has a material personal interest in the outcome of Resolution 4 and accordingly does not make a voting recommendation to Shareholders. Ms Shastri Ramnath has a material personal interest in the outcome of Resolution 5 and accordingly does not make a voting recommendation to Shareholders.

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The Directors, other than Dr Tunks and Ms Ramnath who have a material personal interest in the outcome of the Resolutions, recommend that Shareholders vote in favour of Resolutions 4 & 5 on the basis that the grant of the Shares will allow the Company to adequately reward and incentivise Dr Tunks and Ms Ramnath whilst preserving the Company’s limited cash reserves.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given to that term in the ASX Listing Rules.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

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

Company means Meteoric Resources NL (ACN 107 985 651).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

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

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Placement has the meaning given to that term at section 1.1 of the Explanatory Statement.

Project has the meaning given to that term at section 1.1 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Related Party has the meaning given to that term in the Corporations Act.

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

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

Shareholder means a holder of a Share.

Tranche 1 Placement Shares has the meaning set out in section 1.1.

Tranche 2 Placement Shares has the meaning set out in section 1.1.

WST means Western Standard Time as observed in Perth, Western Australia.

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