(ABN 64 107 985 651)

N O T I C E O F G E N E R A L M E E T I N G

AND

E X P L A N A T O R Y M E M O R A N D U M

AND

P R O X Y F O R M

Date of Meeting

Thursday, 3 September 2020

Time of Meeting

2.00pm WST

Place of Meeting

Level 1, 33 Ord St WEST PERTH WA 6005

This Notice of General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Matthew Foy on +61 8 9226 2011.

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METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

Notice of Meeting to Shareholders
A general meeting of Shareholders of Meteoric Resources NL will be held at Level 1, 33 Ord, West Perth, Western Australia on Thursday, 3 September
2020 at 2.00pm (WST).
The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.
Please note that capitalised terms contained in this Notice of Meeting have the same meaning as set out in Glossary to the Explanatory Memorandum
accompanying this Notice of Meeting, unless the context otherwise requires.
Resolution 1– Ratification of Prior Issue of Placement Shares
To consider and, if thought fit, to pass with or without amendment, as anordinary resolutionthe following:
"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue under Listing Rule 7.1 of 88,000,000
Shares to sophisticated and professional investors, on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue the subject of this Resolution and
any person who is an associate of those persons.
However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on
the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
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– Participation of Director in Placement– Dr Andrew Tunks
To consider and, if thought fit, to pass the following resolution as anordinary resolution:
"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Shares
at an issue price of $0.016 per Share to Dr Andrew Tunks (or his nominee), a director of the Company, on the terms and conditions in the Explanatory
Memorandum."
Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Dr Andrew Tunks (or his nominee) and, otherwise, any other person who will
obtain a material benefit as a result of the proposed issue of securities (except a benefit solely by reason of being a Shareholder) or any of their respective associates.
However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote
on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
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 – Participation of Director in Placement – Dr Paul Kitto To consider and, if thought fit, to pass the following resolution as an ordinary resolution : " That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Shares at an issue price of $0.016 per Share to Dr Paul Kitto (or his nominee), a director of the Company, on the terms and conditions in the Explanatory Memorandum. " Voting Exclusion Statement The Company will disregard any votes cast in favour of this Resolution by or on behalf of Dr Paul Kitto (or his nominee) and, otherwise, any other person who will obtain a material benefit as a result of the proposed issue of securities (except a benefit solely by reason of being a Shareholder) or any of their respective associates. However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote
on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(iii) 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
(iv) 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 Prior Issue of Shares and Options
To consider and if thought fit, pass the following resolution as anordinary 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 5,934,500 Shares and 12,000,000 Options exercisable at $0.024 expiring 28 May 2023 on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue the subject of this Resolution and
any person who is an associate of those persons.
However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote
on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
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– Ratification of Prior Issue of Palm Springs Project Consideration Shares
To consider and if thought fit, pass the following resolution as anordinary 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 12,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue the subject of this Resolution and
any person who is an associate of those persons.
However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote
on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
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 6– Approval of Employee Securities Incentive Plan
To consider and if thought fit, pass the following resolution as anordinary resolution:
“That, for the purposes of Listing Rule 7.2 Exception 13(b), as an exception to Listing Rule 7.1, and for all other purposes, approval is given for the
establishment of the “Meteoric Resources NL Employee Securities Incentive Plan” and the issue of Securities (and the issue of Shares on conversion
of any convertible Securities) under that plan on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company), any person who is eligible to participate in the employee incentive scheme, and their nominees, and any associates of those persons. However, the Company need not disregard a vote if it is cast in favour of the resolution by:

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METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or 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 7 – Issue of Director Performance Rights – Dr Andrew Tunks

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

Voting Exclusion Statement

The Company will disregard any votes cast in favour on this Resolution (in any capacity) by or on behalf of a Director (except one who is ineligible to participate in any
employee incentive scheme in relation to the Company) and their nominees and any Associates of those persons. However, the Company will not disregard a vote if it
is cast in favour of the resolution by:
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote
on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
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.
Voting Prohibition Statement:
In accordance with section 250BB of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
A. a member of the Key Management Personnel; or
B. a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Further, a Restricted Voter who is appointed as a proxy will note vote on this Resolution unless:
(a) The appointment specifies the way the proxy is to vote on this Resolution; or
(b) The proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any
undirected proxies in favour of this Resolution.
Please Note: if the Chair is a person referred to in section 224 of the Corporations Act in the voting exclusion statement above, the Chair will only be able to cast a vote
as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on this Resolution. If you are a
Restricted Voter and purport to cast a vote other than as permitted above, that will vote will be disregarded by the Company and may be liable for breaching the voting
restrictions that apply to you under the Corporations Act.

Resolution 8 – Issue of Director Performance Rights – Patrick Burke

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

“That, subject to the passing of Resolution 6, for the purposes of ASX Listing Rule 10.14 and sections 195(4) and 208 of the Corporations Act and all other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 7,500,000 Performance Rights for no consideration to Mr Patrick Burke or his nominee, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes cast in favour on this Resolution (in any capacity) by or on behalf of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and their nominees and any Associates of those persons. However, the Company will not disregard a vote if it is cast in favour of the resolution by: a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

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ABN 64 107 985 651 NOTICE OF GENERAL MEETING

METEORIC RESOURCES NL

(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.
Voting Prohibition Statement:
In accordance with section 250BB of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
A. a member of the Key Management Personnel; or
B. a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Further, a Restricted Voter who is appointed as a proxy will note vote on this Resolution unless:
(a) The appointment specifies the way the proxy is to vote on this Resolution; or
(b) The proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly
or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected
proxies in favour of this Resolution.
Please Note: if the Chair is a person referred to in section 224 of the Corporations Act in the voting exclusion statement above, the Chair will only be able to cast a vote
as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on this Resolution. If you are a
Restricted Voter and purport to cast a vote other than as permitted above, that will vote will be disregarded by the Company and may be liable for breaching the voting
restrictions that apply to you under the Corporations Act.
Resolution 9– Issue of Director Performance Rights– Dr Paul Kitto
To consider and if thought fit, pass the following resolution as anordinary resolution:
“That, subject to the passing of Resolution 6, for the purposes of ASX Listing Rule 10.14 and sections 195(4) and 208 of the Corporations Act and all
other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 3,000,000 Performance
Rights for no consideration to Dr Paul Kitto or his nominee, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour on this Resolution (in any capacity) by or on behalf of a Director (except one who is ineligible to participate in any
employee incentive scheme in relation to the Company) and their nominees and any Associates of those persons. However, the Company will not disregard a vote if it
is cast in favour of the resolution by:
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote
on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
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.
Voting Prohibition Statement:
In accordance with section 250BB of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
A. a member of the Key Management Personnel; or
B. a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Further, a Restricted Voter who is appointed as a proxy will note vote on this Resolution unless:
(a) The appointment specifies the way the proxy is to vote on this Resolution; or
(b) The proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any
undirected proxies in favour of this Resolution.
Please Note: if the Chair is a person referred to in section 224 of the Corporations Act in the voting exclusion statement above, the Chair will only be able to cast a vote
as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on this Resolution. If you are a
Restricted Voter and purport to cast a vote other than as permitted above, that will vote will be disregarded by the Company and may be liable for breaching the voting
restrictions that apply to you under the Corporations Act.
Resolution 10– Issue of Director Performance Rights– Shastri Ramnath
To consider and if thought fit, pass the following resolution as anordinary resolution:
“That, subject to the passing of Resolution 6, for the purposes of ASX Listing Rule 10.14 and sections 195(4) and 208 of the Corporations Act and all
other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 1,000,000 Performance
Rights for no consideration to Ms Shastri Ramnath or her nominee, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement

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METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

The Company will disregard any votes cast in favour on this Resolution (in any capacity) by or on behalf of a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and their nominees and any Associates of those persons. However, the Company will not disregard a vote if it is cast in favour of the resolution by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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.

Voting Prohibition Statement:

In accordance with section 250BB of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
A. a member of the Key Management Personnel; or
B. a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Further, a Restricted Voter who is appointed as a proxy will note vote on this Resolution unless:

(a) The appointment specifies the way the proxy is to vote on this Resolution; or
(b) The proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution.

Please Note: if the Chair is a person referred to in section 224 of the Corporations Act in the voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on this Resolution. If you are a Restricted Voter and purport to cast a vote other than as permitted above, that will vote will be disregarded by the Company and may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 11 – Approval to Grant Performance Rights to Advisors

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the grant of up to 17,000,000 Performance Rights, to unrelated advisers (or their nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

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:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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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METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 2:00 pm (WST) on Tuesday, 1 September 2020:

• by post to: by delivery to: Automic Automic GPO Box 5193 Level 5, 126 Phillip Street Sydney NSW 2001 Sydney NSW 2000 • by facsimile on +61 2 8583 3040 by email to: [email protected]

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting.

The Explanatory Memorandum and the Proxy Form are part of this Notice.

For the purpose of determining a person’s entitlement to vote at the General Meeting, and in accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2011 (Cth), the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00 pm (WST) on Tuesday, 1 September 2020.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

By order of the Board and dated 31 July 2020.

Matthew Foy Company Secretary

PROXIES

A Shareholder entitled to attend and vote at the above meeting may 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.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

Page 8

GLOSSARY

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the Shareholders of Meteoric Resources NL ABN 64 107 985 651 ( Company ) in connection with the business to be conducted at the General Meeting of the Company to be held at Level 1, 33 Ord St West Perth WA 6005, on Thursday, 3 September 2020 commencing at 2:00 pm (WST).

This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying notice.

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

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions and Shareholders should seek their own financial or legal advice.

This Explanatory Memorandum has been prepared in accordance with the Corporations Act and the Listing Rules, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.

Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views only as of the date of this Explanatory Memorandum. While Meteoric believes that the expectations reflected in the forward looking statements are reasonable, neither Meteoric nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Memorandum will actually occur.

No person is authorised to give any information or make any representation in connection with the proposed transactions which is not contained in this Explanatory Memorandum. Any information which is not contained in this Explanatory Memorandum may not be relied on as having been authorised by Meteoric or the Board in connection with the proposed transactions.

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company’s Company Secretary, Matthew Foy, telephone: +61 8 9226 2011.

1. Resolution 1 – Ratification of Prior Issue of Placement Shares

1.1. General

On 15 June 2020 the Company announced it had secured commitments for a for a placement to raise approximately $1,408,000 (before costs) through the issue of 88,000,000 shares in the Company ( Placement Shares ) at an issue price of 1.6 cents ($0.016) per New Share ( Placement ).

In addition, two Directors of Meteoric (Dr Andrew Tunks and Dr Paul Kitto) have each committed to subscribe $16,000 (for a total of $32,000) on the same terms as the Placement, subject to shareholder approval in Resolutions 2 & 3.

The funds raised from the Placement will be used to meet the costs of the acquisition of the Palm Springs Gold Project, including cash consideration payable to the vendors and the estimated costs of the first drilling program to be shortly undertaken.

The New Shares were issued on 22 June 2020 utilising the Company’s existing placement capacity under Listing Rule 7.1.

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

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 88,000,000 Shares under the Placement issued on 22 June 2020 at an issue price of $0.016 per Share under ASX Listing Rule 7.1.

1.2. ASX Listing Rule 7.1

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

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of 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 Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 1 is not passed, the Shares issued under the Placement will be included in 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 date of issue of such Shares.

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

1.3. Listing Rules Notice Requirements

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GLOSSARY

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) a total of 88,000,000 Placement Shares were issued at a price of $0.016 per Placement Share;
(b) Funds raised from the issue of the Placement Shares are being used to meet the costs of the acquisition of the Palm Springs Gold Project, including cash consideration payable to the vendors and the estimated costs of the first drilling program to be shortly undertaken;
(c) the Placement Shares issued were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue; and
(d) the Placement Shares were issued to professional and sophisticated investors, that are clients of Vert Capital Pty Ltd and CPS Capital Group Pty Ltd. None of these investors are related parties of the Company.

1.4. Directors’ Recommendation

The Directors of the Company believe that this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 1.

2. Resolutions 2 & 3 – Participation of Directors in Placement – Dr Andrew Tunks & Dr Paul Kitto

2.1. General

As set out in Section 1.1, Dr Andrew Tunks and Dr Paul Kitto (or their nominees) ( Participating Directors ), each Directors, intend to participate in the Placement. The participation in the Placement by these Directors (or their nominees) will be on exactly the same terms as the Placement made to the unrelated parties.

Further details regarding the Placement and the participation of the Participating Directors, are set out in Section 1.1 above.

2.2. Resolutions 2 & 4

Resolutions 2 & 3 seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of Placement Shares to the Participating Directors on the same terms of as the Placement made to unrelated parties. Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

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a related party;
a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issues of Placement Shares to the Participating Directors pursuant to the Placement falls within Listing Rule 10.11 and does not fall within any of the exceptions in Listing Rule 10.12. The proposed issues therefore require the approval of Shareholders under Listing Rule 10.11.

The effect of Resolutions 2 & 3 will be to allow the Company to proceed to issue the Placement Shares (further details of which are contained in Section 1.1 above) to the Participating Directors on the same terms as the Placement.

If Resolutions 2 & 3 are not passed, the Company will not be able to proceed to issue the Placement Shares to the Participating Directors under the Placement.

Resolutions 2 & 3 are ordinary resolutions.

2.3. Specific information required by Listing Rule 10.13 – Resolutions 2 & 3

In respect of Resolutions 2 & 3, the following information is provided in relation to the proposed issue of Placement Shares to Dr Andrew Tunks and Dr Paul Kitto (or their nominees) pursuant to the Placement, for the purposes of Listing Rule 10.13:

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the Placement Shares will be issued to Dr Andrew Tunks and Dr Paul Kitto (or their nominees) on the same terms as the Placement;

each of Dr Andrew Tunks and Dr Paul Kitto are Directors and therefore are related parties of the Company;
the maximum number of Placement Shares to be issued is:
(i) 1,000,000 Placement Shares to Dr Andrew Tunks (or his nominee); and
(ii) 1,000,000 Placement Shares to Dr Paul Kitto (or his nominee)

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the Placement Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

the Placement Shares will be issued at an issue price of $0.016 each, being the same as all other Shares issued under the Placement;

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GLOSSARY

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the Placement Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue; and
the funds raised will be used for the same purposes as all other funds raised under the Placement, as set out in Section 1.3.

3. Resolution 4 – Ratification of Prior Issue of Shares & Options

3.1. General

On 22 June 2020 the Company issued 5,934,500 Shares at a deemed issue price of $0.016 per Share and 12,000,000 options exercisable at $0.024 expiring 28 May 2023 in part satisfaction of capital raising fees relating to the issue of the Placement Shares ( Broker Shares & Options ). The issue of the Broker Shares & Options was made pursuant to the Company’s 15% placement capacity under Listing Rule 7.1.

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.

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.

Resolution 4 is proposed for the purposes of ASX Listing Rule 7.4 which provides that shareholders may ratify the issue of securities made without their prior approval provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to refresh the company’s maximum discretionary power to issue further shares up to 15% of its’ issued capital in circumstances contemplated by that Listing Rule.

The Company confirms that the issue of the Broker Shares the subject of Resolution 4 did not breach ASX Listing Rule 7.1. If Resolution 4 is not passed, the Broker Shares & Options will be included in 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 date of issue of such Shares.

3.2. Listing Rules Notice Requirements

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) a total of 5,934,500 Shares at a deemed issue price of $0.016 per Share and 12,000,000 options exercisable at $0.024 expiring 28 May 2023 were issued. Accordingly, no funds were raised from the issue of the Broker Shares.
(b) the Broker Shares issued were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;
(c) The Broker Options were issued on the terms and condition set out in Schedule 1; and
(d) the Broker Shares & Options were issued to parties related to Vert Capital Pty Ltd and CPS Capital Group Pty Ltd none of which are related parties of the Company.

3.3. Directors’ Recommendation

The Directors of the Company believe that this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 4.

4. Resolution 5 – Ratification of Prior Issue of Palm Springs Project Consideration Shares

4.1. General

The Company announced on 15 June 2020 that it had entered into a binding Terms Sheet to acquire the Palm Springs Gold Project ( Project ) located 30km SE of Halls Creek in the Kimberley of Western Australia ( Acquisition ).

4.2. Acquisition Terms

Meteoric acquired Horrocks Enterprises Pty Ltd ( Horrocks ) and Kimberly Resources Limited ( Kimberly ), the holders of the Palm Springs Gold Project, from Rimbal Pty Ltd and Pinnacle Nominees Pty Ltd being the respective holding companies of Horrocks and Kimberly ( Vendors ) for a total cost of $1M comprising cash and Meteoric Shares as follows.

(i) $750,000 in cash upon Completion of the Acquisition ( Cash Consideration ); and
(ii) 12,500,000 MEI Shares on Completion (being $250,000 in MEI Shares @ 2¢ per Share), voluntarily escrowed for 6 months, to be issued pursuant to MEI’s listing rule 7.1 placement capacity ( Consideration Shares ).

Completion of the Acquisition occurred on 30 June 2020 following the payment of the Cash Consideration and issue of Consideration Shares. Resolution 5 seeks Shareholder approval pursuant to Listing Rule

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GLOSSARY

By ratifying this issue of Consideration Shares, 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 without the requirement to obtain prior Shareholder approval. If Resolution 5 is not passed, the Consideration Shares will be included in 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 date of issue of such Shares

Resolution 5 is an are ordinary Resolution.

4.3. Listing Rules Notice Requirements

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) a total of 12,500,000 Consideration Shares were issued in part consideration for the Acquisition at a deemed issue price of $0.02 per Share. Accordingly, no funds were raised from the issue of the Consideration Shares.
(b) the Consideration Shares issued were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;
(c) the Consideration were issued to Rimbal Pty Ltd who is not a related party of the Company.

4.4. Directors’ Recommendation

The Directors of the Company believe that this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 5.

5. Resolution 6 – Approval of Employee Securities Incentive Plan

5.1. General

The Company considers that it is desirable to maintain a securities incentive plan pursuant to which the Company can issue Securities to eligible Directors, employees and consultants in order to attract, motivate and retain such persons and to provide them with an incentive to deliver growth and value to all Shareholders.

Accordingly, Resolution 6 seeks Shareholder approval for the adoption of the employee securities incentive plan titled “Meteoric Resources NL Employee Securities Incentive Plan" ( Plan ) in accordance with Listing Rule 7.2 Exception 13(b).

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Securities in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is set out in Schedule 2.

In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

A summary of Listing Rule 7.1 is provided in Section 2.1. Listing Rule 7.2, Exception 13(b) provides an exception to Listing Rule 7.1 by which equity securities issued under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of equity securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 6 is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

No Securities have been issued under the proposed Plan as it is a new employee incentive plan and has not previously been approved by Shareholders. Subject to the passing of resolution 6, the maximum number of securities proposed to be issued immediately following adoption of the Plan is 45 million equity securities. Prior Shareholder approval will be required under Listing Rule 10.14 before any Director or related party of the Company can participate in the Plan. Pursuant to the Listing Rules, Shareholders must re-approve the Plan and all unissued Securities issuable pursuant thereto every 3 years. If resolution 6 is not passed, any issue of securities made pursuant to the plan (other than to Related Parties) will be deducted from the Company’s 15% placement capacity pursuant to Listing Rule 7.1.

Resolution 6 is an ordinary resolution

6. Resolutions 7 to 10 - Issue of Director Performance Rights – Mr Patrick Burke, Dr Andrew Tunks, Ms Shastri Ramnath and Dr Paul Kitto

6.1. General

Resolution 6 seeks Shareholder approval for the adoption of the Meteoric Resources NL Employee Securities Incentive Plan ( Plan ). The aim of the Plan is to allow the Board to assist eligible persons under the Plan, who in the Board’s opinion, are dedicated and will provide ongoing commitment and effort to the Company. Eligible persons are full-time or permanent part-time employees of the Company or a related body corporate (which includes Directors, the company secretary and officers), or such other persons as the Board determines.

To achieve its corporate objectives, the Company needs to attract and retain its key staff. The Board believes that grants made to eligible persons under the Plan provides a powerful tool to underpin the Company's employment and engagement strategy, and that the implementation of the plan will:

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GLOSSARY

enable the Company to recruit, incentivise and retain key personnel and other employees needed to achieve the Company's business objectives;
link the reward of key staff with the achievements of strategic goals and the long term performance of the Company;
align the financial interest of participants in the Plan with those of Shareholders; and
provide incentives to participants in the Plan to focus on superior performance that creates Shareholder value.

The key features of the Plan are as follows:

The Board will determine (in its sole discretion) the number of incentive securities to be granted to eligible persons under the plan (or their nominees) and the performance milestones, vesting conditions (if any) and expiry date of such incentive securities.
The incentive securities are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.
Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights of a holder of incentive securities, the Board will have the power to amend the Plan as it sees fit.

A detailed overview of the terms of the Plan is set out in Schedule 2. A copy of the Plan can be obtained by contacting the Company.

The Company is proposing to issue up to a total of 19,000,000 Performance Rights expiring 2 years from the date of issue for nil consideration to Directors of the Company under the Plan to provide long term incentives linked to the performance of the Company ( Director Performance Rights ). The full terms and conditions of the Director Performance Rights are set out in Schedule 3.

6.2. Chapter 2E and ASX Listing Rule 10.14

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

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The issue of the Director Performance Rights pursuant to the Plan constitutes giving a financial benefit and Mr Burke, Dr Tunks, Ms Ramnath and Dr Kitto who are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.14 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The proposed issue of Director Performance Rights to the Related Parties requires the Company to obtain Shareholder approval pursuant to ASX Listing Rule 10.14 because it will result in the Company issuing securities to a related party of the Company under an employee incentive scheme. Accordingly, Shareholder approval is sought pursuant ASX Listing Rule 10.14 (in accordance with the provisions of Listing Rule 10.15).

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of the Director Performance Rights to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1. If Resolutions 7 to 10 are not passed the Company will not be able to issue the Director Performance Rights to the Directors and will need to consider additional methods of appropriately incentivising the Board.

Resolutions 7 to 10 are ordinary resolutions.

6.3. Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

Pursuant to and in accordance with the requirements of sections 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed issue of Restricted Shares and the grant of the associated loans to the Eligible Participants:

(a) The maximum number of Director Performance Rights be issued pursuant to Resolutions 7 to 10 is 19,000,000 Director Performance Rights comprising:

a. 7,500,000 Director Performance Rights to Mr Burke;
b. 7,500,000 Director Performance Rights to Dr Tunks; c. 3,000,000 Director Performance Rights to Dr Kitto; and
d. 1,000,000 Director Performance Rights to Ms Ramnath.
(b) The principal terms of the Plan are set out in Schedule 2. Further terms and conditions of the Director Performance Rights are set out in Schedule 3.
(c) No loan has been or will be given to Mr Burke, Dr Tunks, Ms Ramnath or Dr Kitto relating to the grant of the Director Performance Rights. The Director Performance Rights will be granted for nil consideration as long-term incentives for the Directors. Accordingly, no funds will be raised from the grant of the Director Performance Rights. Upon conversion of the Director Performance Rights, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

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GLOSSARY

(d) No securities have yet been issued under the Plan. Approval for the adoption of the Plan is the subject of Resolution 6 of the Meeting
(e) Under the Plan, only eligible persons or their permitted nominees, are entitled to participate in the Plan. Mr Burke, Dr Tunks, Ms Ramnath and Dr Kitto are eligible persons for the purposes of the Plan.

(f) Mr Burke, Dr Tunks, Ms Ramnath and Dr Kitto are related parties of the Company by virtue of being a Directors.

(g) The Company will grant the Director Performance Rights no later than 12 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Performance Rights will be granted on the same date.
(h) details of any Performance Rights issued under the Plan will be published in each of the Company’s annual reports relating to a period in which Performance Rights have been issued and approval for the issue of those Performance Rights was obtained under ASX Listing Rule 10.14. Any additional persons covered by listing rule 10.14 who becomes entitled to participate in an issue of securities under the scheme after the resolution is approved and who were not named in this notice of meeting will not participate until approval is obtained under that rule.

(i) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.079	18 September 2019
Lowest	$0.007	23 March 2020
Last	$0.04	28 July 2020

(j) the relevant interests of the Eligible Participants in securities of the Company as at the date of this Notice are set out below:

Eligible Participants	Shares	Class B Performance Rights	Options Ex 2.4¢ Expiry 28/5/2023
Mr Pat Burke	N/A	7,500,000	13,000,000
Dr Andrew Tunks	1,303,000	7,500,000	15,000,000
Shastri Ramnath	300,000	1,000,000	1,500,000
Dr Paul Kitto	N/A	4,000,000	N/A

(k) total remuneration paid from the Company to the Eligible Participants and their associates for the previous two financial years and current financial year to date are set out below:

date are set out below:
Eligible Participants	2020/2019	2019/2018	2018/2017
Mr Pat Burke	$220,000	$135,000	$70,000
Dr Andrew Tunks	$380,100	$221,748	$91,667
Shastri Ramnath	$39,242	$40,045	$29,877
Dr Paul Kitto	$51,999	N/A	N/A

(l) if the maximum number of Shares are issued to the Eligible Participants, a total of 20,000,000 Shares would be issued. This will increase the number of Shares on issue from 1,231,314,346 to 1,250,314,346 (assuming that no Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.54%, comprising 0.61% for Mr Burke, 0.61% for Dr Tunks, 0.08% for Dr Kitto and 0.24% for Ms Ramnath;

(m) the primary purpose of the issue of the Director Performance Rights is to provide a performance linked incentive component in the remuneration package for the Eligible Participants to motivate and reward the performance of the Eligible Participants in their respective roles as Directors. In addition, by providing the Eligible Participants with a portion of their remuneration as Director Performance Rights under the Plan, the Company retains that additional cash for use in other aspects of its operations;

(n) the Board acknowledges the issue of Director Performance Rights to Ms Ramnath and Dr Kitto who are non-executive Directors, is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the issue of Director Performance Rights to Ms Ramnath and Dr Kitto reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves.

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GLOSSARY

(o) Mr Patrick Burke declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 8 to 10, he recommends that Shareholders vote in favour of that Resolution for the following reasons:
a. the Performance Rights will align the interests of the Eligible Participants with those of Shareholders by creating a stronger link between performance resulting in increased Shareholder value and reward to the Eligible Participant. Each Eligible Participant will have a greater involvement with, and share in, any future growth and profitability of the Company; and
b. the provision of the Performance Rights is a reasonable and appropriate method to provide benefits to the Eligible Participants as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash benefits were given to the Eligible Participants;
(p) Dr Andrew Tunks declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 7, 9 and 10, he recommends that Shareholders vote in favour of that Resolution for the reasons set out in paragraph (o);
(q) Dr Paul Kitto declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 7, 8 and 10, he recommends that Shareholders vote in favour of that Resolution for the reasons set out in paragraph (o); and
(r) Ms Ramnath declines to make a recommendation to Shareholders in relation to Resolution 10 due to her material personal interest in the outcome of the Resolution. However, in respect of Resolutions 7 to 9 she recommends that Shareholders vote in favour of that Resolution for the reasons set out in paragraph (o);
(s) in forming their recommendations, each Director considered the experience of each other Eligible Participant, the existing and proposed contribution of each Eligible Participant to the Company and the current market practices when determining the provision of the Loans upon the terms proposed;

the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 7 to 10.

6.4. Valuation of Director Performance Rights

Internal management of the Company have considered the indicative theoretical value attributable to the Director Performance Rights at a valuation date of 8 July 2020 to be as follows::

Item	Director Performance Rights
Underlying security spot price	$ 0.036
Exercise Price	Nil
Valuation Date	8-Jul-20
Commencement of performance period	12-Aug-20
Expiration date	11-Aug-22
Performance/vesting period (years)	2.00
Share price volatility	128%
Risk-free rate	0.26%
Dividend yield	Nil
Number of Rights	20,000,000
Valuation per Right	$ 0.036
Valuation per Tranche	$ 720,000

Australian Accounting Standards require the Director Performance Rights to be expensed over the vesting period in accordance with AASB 2 – Share Based Payments. The Director Performance Rights are expected to be expensed over the relevant vesting period. Expensing the Director Performance Rights will have the effect of increasing both expenses and the equity of the Company. There will be no impact on the net assets, cash position or financial resources of the Company as a result of expensing the Director Performance Rights.

7. Resolution 11 – Grant of Director Performance Rights to Advisors

7.1. General

The Company proposes to grant a total of 17,000,000 Performance Rights to its key external corporate advisers for a subscription price of $0.00001 per Performance Rights and contain the same performance milestone as set out in 6.1 above ( Advisor Performance Rights ). The full terms and conditions of the Advisor Performance Rights are set out in Schedule 3 to the Explanatory Memorandum.

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GLOSSARY

The Board considers the use of performance rights as an incentivisation tool to its corporate advisors who have the experience, skills and knowledge in the fields of investor awareness and media dissemination to aid in the Company’s corporate objectives. In addition, the use of performance rights will allow the Company to retain its cash to maximise exploration expenditure.

ASX Listing Rule 7.1 broadly provides that a company can issue Equity Securities up to 15% of its issued capital in any 12 month period without shareholder approval. Subject to certain exceptions, prior shareholder approval is required for any issue of Equity Securities where the securities proposed to be issued (when aggregated with other Equity Securities issued by the company not under an exception and not with shareholder approval) represent more than 15% of the company’s issued capital.

The effect of Shareholders approving Resolution 11 will be to allow the Company to issue the Advisor Performance Rights 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. The effect of Shareholders passing Resolution 11 will be to allow the Company to grant the Advisor Performance Rights without using the Company’s 15% annual placement capacity under Listing Rule 7.1. If resolution 11 is not passed, the issue of Performance Rights to unrelated advisers will not proceed.

Resolution 11 is an ordinary resolution.

7.2. Information required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The maximum number of Advisor Performance Rights to be granted by the Company under Resolution 11 is 17,000,000.
(b) The Advisor Performance Rights may be granted no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Advisor Performance Rights will be granted on the same date;
(c) The Advisor Performance Rights will have a subscription price of $0.00001 per Performance Rights. The funds raised from the issue will be used for working capital purposes.
(d) The expiry date of the Advisor Performance Rights will be the date that is two years from the date of issue. The full terms and conditions of the Advisor Performance Rights are set out in Schedule 3 to the Explanatory Memorandum. Upon conversion of the Advisor Performance Rights, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.
(e) The Advisor Performance Rights will be granted to corporate advisors to the Company including Vert Capital Pty Ltd (or their nominees) who is an unrelated parties to the Company.
(f) A voting exclusion statement is included in the Notice.

7.3. Directors’ Recommendation

The Directors of the Company recommend that Shareholders vote in favour of Resolution 11.

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GLOSSARY

In this Explanatory Memorandum and the	Notice, the following terms have the following meanings unless the context otherwise requires:
Acquisition	has the meaning set out in section 4.1.
Advisor Performance Rights	has the meaning set out in section 7.1.
ASX	means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities
	Exchange operated by ASX Ltd.
Board	means the board of Directors of the Company.
Broker Shares & Options	has the meaning set out in section 3.1.
Cash Consideration	has the meaning set out in section 4.2.
Closely Related Party	has the same meaning as defined in Section 9 of the Corporations Act.
Company	means Meteoric Resources NL ABN 64 107 985 651.
Consideration Shares	has the meaning set out in section 4.2.
Constitution	means the Company's constitution, as amended from time to time.
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Director Performance Rights	has the meaning set out in section 6.1.
Explanatory Memorandum	means this information attached to the Notice, which provides information to Shareholders about the
	Resolutions contained in the Notice.
Horrocks	means Horrocks Enterprises Pty Ltd (ACN 124 135 655).
Kimberly	means Kimberly Resources Limited (ACN 009 265 454).
Listing Rules	means the listing rules of ASX.
Meeting or General Meeting	has the meaning in the introductory paragraph of the Notice.
Notice or Notice of Meeting	means the Notice of General Meeting accompanying this Explanatory Memorandum.
Participating Directors	means Dr Andrew Tunks and Dr Paul Kitto.
Pinnacle Nominees Pty Ltd	means Pinnacle Nominees Pty Ltd (ACN 008 928 443).
Placement	has the meaning set out in section 1.1.
Placement Shares	has the meaning set out in section 1.1.
Plan	means Meteoric Resources NL Employee Securities Incentive Plan
Project or Palm Springs Gold Project	has the meaning set out in section 4.1.
Proxy Form	means the proxy form attached to this Notice.
Resolution	means a resolution contained in the Notice.
Rimbal Pty Ltd	means Rimbal Pty Ltd (ACN 009 223 438)
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.
Vendors	has the meaning set out in section 4.2.
VWAP	means volume weighted average price.
WST	means Australian Western Standard Time.

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SCHEDULE 1

TERMS AND CONDITIONS OF BROKER OPTIONS

(a) Exercise Price

Subject to paragraph (h), the amount payable upon exercise of each Option will be $0.024 ( Exercise Price ).

(b) Expiry Date Each Option will expire at 5:00 pm (WST) on the date 28 May 2023 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(d) 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.

(e) 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 ).

(f) 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) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (f)(i) or (f)(ii) 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.

(g) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(h) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(i) 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.

(j) 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.

(k) Quoted

The Company will not apply for quotation of the Options on ASX.

(l) Transferability

The Options are transferable subject to the Constitution, any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Page 18

SCHEDULE 2

SUMMARY OF PERFORMANCE RIGHTS PLAN

A summary of the terms of the Meteoric Resources NL Employee Securities Incentive Plan is set out below

1. Eligible Participant

Eligible Participant means a person who is a full-time or part-time employee, officer, or contractor of the Company, or an Associated Body Corporate (as defined in ASIC Class Order 14/1000), or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

2. Purpose

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4. Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

6. Terms of Convertible Securities

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse. 8. Exercise of Convertible Securities and cashless exercise To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities. Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules. 9. Delivery of Shares on exercise of Convertible Securities As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant. 10. Forfeiture of Convertible Securities

Page 19

SCHEDULE 2

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

12. Rights attaching to Plan Shares

All Shares issued or transferred under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

13. Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Compliance with applicable law

No Security may be offered, grated, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities offer when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

an employee incentive scheme of the Company covered by ASIC Class Order 14/1000; or
an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

(i) an offer to a person situated at the time of receipt of the offer outside Australia;
an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or
an offer made under a disclosure document,

Page 20

SCHEDULE 2

would exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

17. Maximum number of Securities

The Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 15% of the total number of issued Shares at the date of the invitation.

18. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

19. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

20. Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

Page 21

SCHEDULE 3

TERMS AND CONDITIONS OF A PERFORMANCE RIGHT IN METEORIC RESOURCES NL (DIRECTOR/ADVISOR PERFORMANCE RIGHTS)

1. Entitlement Each Performance Right and Advisor Performance Right ( Performance Right ) will convert into a Share for no consideration upon exercise of the Performance Right by the holder.

2. Vesting and Expiry Date

Subject to the election of the performance right holder, each Performance Right will vest and become exercisable at any time from the achievement of any one of the following milestones:
(a) The Company delineates a JORC 2012 Compliant Mineral Resource (Inferred Category or above) of not less than 250,000oz of Au at greater than 2.0 g/t at its Palm Springs Gold Project;
(b) The Company delineates a JORC 2012 Compliant Mineral Resource (Inferred Category or above) of not less than 500,000oz of Au at greater than 2.0 g/t, in aggregate, at its Palm Springs Gold Project and/or its Juruena Gold Project; or
(c) The Company commences mining of gold at either its Palm Springs Gold Project or its Juruena Gold Project. Each Performance Right will expire on the date which is two years from the date of issue ( Expiry Date ).

3. Exercise Period

Subject to item 4, a Performance Right may only be exercised at any time after the Vesting Date, and prior to the Expiry Date (subject to satisfaction of the applicable service condition set out in that table).

4. Vesting on Change of Control

Notwithstanding the provisions of the Plan, any Performance Rights that have not yet vested will automatically vest upon a Change of Control. For these purposes, Change of Control means one or more of the following events occurring (subject to the applicable service condition set out in the table in item (ii) being satisfied up until the date of the relevant event):

(i) the bidder under a takeover bid in respect of all Shares has achieved acceptances in respect of more than 50.01% of Shares and that takeover bid has become unconditional;
(ii) the announcement by the Company that its Shareholders have, at a court convened meeting of Shareholders, voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all securities of the Company are to be either:
(A) cancelled; or
(B) transferred to a third party,

and the court, by order, approves the proposed scheme of arrangement; or

(iii) any person, individually or together with their associates, acquires a relevant interest in 50.01% or more of the total number of Shares on issue by any other means
5. Plan The Performance Rights are granted in accordance with, and subject to, the Plan.
6. Notice of Exercise The Performance Rights may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of a Performance Right received by the Company will be deemed to be a notice of exercise of that Performance Right as at the date of receipt
7. Shares issued on exercise Shares issued on exercise of the Performance Rights rank equally with the then Shares of the Company.
8. Quotation of Shares on exercise Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Performance Rights within the period required by the ASX Listing Rules.
9. Participation in new issues There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.
10. Adjustment for bonus issues 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) the number of Shares which must be issued on the exercise of a Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.
11. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the number of Shares which must be issued on the exercise of the Performance Rights.

12. Adjustments for reorganisation

Page 22

SCHEDULE 3

If there is any reorganisation of the issued share capital of the Company, the rights of the holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

13. Quotation of Performance Rights

No application for quotation of the Performance Rights will be made by the Company. 14. Performance Rights not transferable

Performance Rights are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.

15. Deferred Taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Performance Rights.

Page 23

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METEORIC RESOURCES NL — Proxy Solicitation & Information Statement 2020

65311_rns_2020-07-30_f0f8d167-6297-4b8f-8b8a-5751b48bba2d.pdf

N O T I C E O F G E N E R A L M E E T I N G

E X P L A N A T O R Y M E M O R A N D U M

P R O X Y F O R M

Date of Meeting

Time of Meeting

Place of Meeting

METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

Voting Exclusion Statement

METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

Resolution 7 – Issue of Director Performance Rights – Dr Andrew Tunks

Voting Exclusion Statement

METEORIC RESOURCES NL

METEORIC RESOURCES NL ABN 64 107 985 651 NOTICE OF GENERAL MEETING

Voting Prohibition Statement:

Resolution 11 – Approval to Grant Performance Rights to Advisors

Voting Exclusion Statement

PROXIES

CORPORATIONS

GLOSSARY

Explanatory Memorandum

1. Resolution 1 – Ratification of Prior Issue of Placement Shares

1.1. General

1.2. ASX Listing Rule 7.1

1.3. Listing Rules Notice Requirements

GLOSSARY

1.4. Directors’ Recommendation

2.1. General

2.2. Resolutions 2 & 4

2.3. Specific information required by Listing Rule 10.13 – Resolutions 2 & 3

GLOSSARY

3. Resolution 4 – Ratification of Prior Issue of Shares & Options

3.1. General

3.2. Listing Rules Notice Requirements

3.3. Directors’ Recommendation

4. Resolution 5 – Ratification of Prior Issue of Palm Springs Project Consideration Shares

4.1. General

4.2. Acquisition Terms

GLOSSARY

4.3. Listing Rules Notice Requirements

4.4. Directors’ Recommendation

5.1. General

6. Resolutions 7 to 10 - Issue of Director Performance Rights – Mr Patrick Burke, Dr Andrew Tunks, Ms Shastri Ramnath and Dr Paul Kitto

6.1. General

GLOSSARY

6.2. Chapter 2E and ASX Listing Rule 10.14

6.3. Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

GLOSSARY

GLOSSARY

6.4. Valuation of Director Performance Rights

7. Resolution 11 – Grant of Director Performance Rights to Advisors

7.1. General

GLOSSARY

7.2. Information required by Listing Rule 7.3

7.3. Directors’ Recommendation

GLOSSARY

SCHEDULE 1

TERMS AND CONDITIONS OF BROKER OPTIONS

(a) Exercise Price

(c) Exercise Period

(g) Shares issued on exercise

(i) Participation in new issues

(j) Change in exercise price

(k) Quoted

(l) Transferability

SCHEDULE 2

SUMMARY OF PERFORMANCE RIGHTS PLAN

1. Eligible Participant

2. Purpose

SCHEDULE 2

11. Change of control

12. Rights attaching to Plan Shares

13. Disposal restrictions on Plan Shares

14. Adjustment of Convertible Securities

15. Participation in new issues

16. Compliance with applicable law

SCHEDULE 2

17. Maximum number of Securities

METEORIC RESOURCES NL Proxy Solicitation & Information Statement 2020