METEORIC RESOURCES NL — Proxy Solicitation & Information Statement 2024

Feb 25, 2024

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(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 Wednesday, 27 March 2024

Time of Meeting 10:00am (WST)

Place of Meeting

Level 1, 35 Ventnor Avenue West Perth WA 6005

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

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

Notice is hereby given that a General Meeting of Shareholders of Meteoric Resources NL ( Company ) will be held at Level 1, 35 Ventnor Avenue, West Perth WA 6005 on Wednesday, 27 March 2024 at 10:00am (WST) ( Meeting ) for the purpose of transacting the following business.

Resolution 1 – Issue of Options to Director – Dr Paul Kitto

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

“That 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 Options 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 person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question 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: the proxy is either: (i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and 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: The appointment specifies the way the proxy is to vote on this Resolution; or 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 2 – Issue of Options to Director – Mr Peter Gundy

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

“That 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 Options for no consideration to Mr Peter Gundy 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 person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question 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

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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

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: the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

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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:

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• The appointment specifies the way the proxy is to vote on this Resolution; or

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.

A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 10:00am (WST) on Monday, 25 March 2024.

• by post to: by delivery to: Automic Automic GPO Box 5193 Level 2, 267 St Georges Tce Sydney NSW 2001 Perth, WA 6005 • by facsimile on +61 2 8583 3040 by email to: meetings@automicgroup.com.au

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 purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding Shares at 5.00 pm (WST) time on Monday, 25 March 2024 will be entitled to attend and vote at the GM.

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 26 February 2024.

---

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.

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METEORIC RESOURCES NL

ABN 64 107 985 651 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 at 35 Ventnor Avenue, West Perth WA 6005 on Wednesday, 27 March 2024 at 10:00am (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.

1. Resolutions 1 and 2 - Issue of Options – Dr Paul Kitto and Mr Peter Gundy

1.1. General

On 8 December 2023 the Company announced its intention to seek shareholder approval to issue Non-Executive Directors Dr Paul Kitto and Mr Peter Gundy long term incentive options pursuant to the “Meteoric Resources NL Long Term Incentive Plan” ( Plan ).

On 2 June 2023 Shareholders approved the adoption of the ( Plan ) and the provision for the issue of 100,000,000 Securities under that 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:

• 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 6,000,000 Options for nil consideration to Directors of the Company under the Plan to provide long term incentives linked to the performance of the Company ( Options ).

The full terms and conditions of the Options are set out in Schedule 1.

1.2. 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 Options pursuant to the Plan constitutes giving a financial benefit and, Dr Kitto and Mr Gundy ( Related Parties ) 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.

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ABN 64 107 985 651 EXPLANATORY MEMORANDUM

METEORIC RESOURCES NL

The proposed issue of Options 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 Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of the Options 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 1 and 2 are not passed the Company will not be able to issue the Options to the Directors and will need to consider additional methods of appropriately incentivising the Board.

Resolutions 1 and 2 are ordinary resolutions.

• 1.3. Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.15

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 Options:

• (a) The maximum number of Options be issued pursuant to Resolutions 1 and 2 is 6,000,000 comprising: a) 3,000,000 Options to Dr Kitto; and

• b) 3,000,000 Options to Mr Gundy.

• (b) The principal terms of the Plan are set out in Schedule 2. The terms and conditions of the Options are set out in Schedule 1.

• (c) No loan has been or will be given to Dr Kitto and Mr Gundy relating to the grant of the Options. The Options will be granted for nil consideration as long-term incentives for the Directors. Accordingly, no funds will be raised from the grant of the Options. Upon conversion of the Options, Shares will be issued on a one for one basis on the same terms as the Company’s existing Shares.

• (d) The Company has previously issued the following Equity Securities under the Plan to Dr Kitto and Mr Gundy.

Eligible Participant	Security	Number Issued	Issue Price
Dr Paul Kitto	Class A Performance Rights	5,000,000	Nil
Mr Peter Gundy	N/A	N/A	N/A

• (e) Under the Plan, only eligible persons or their permitted nominees, are entitled to participate in the Plan. Dr Kitto and Mr Gundy are eligible persons for the purposes of the Plan.

• (f) Dr Kitto and Mr Gundy are related parties of the Company by virtue of being a Directors and therefore fall within ASX Listing Rule 10.14.1.

• (g) The Company will grant the Options 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 Options will be granted on the same date.

• (h) Details of any Options issued under the Plan will be published in each of the Company’s annual reports relating to a period in which Options have been issued, along with a statement that approval for the issue of those Options was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX 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:

	Closing Price	Date
Highest	$0.29	8 January 2024
Lowest	$0.091	16 March 2023
Last	$0.177	21 February 2024

• (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
Dr Paul Kitto	15,000,000
Mr Peter Gundy	552,000

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

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ABN 64 107 985 651 EXPLANATORY MEMORANDUM

METEORIC RESOURCES NL

Eligible Participants	Total Anticipated Remuneration 2024/2023	2023/2022	2022/2021
Dr Paul Kitto	108,746	$698,597	$148,647
Mr Peter Gundy (appointed 15 Nov. 2023)	$80,000	N/A	N/A

• (l) If the maximum number of Options are issued to the Eligible Participants, a total of 6,000,000 Shares would be issued on exercise. This will increase the number of Shares on issue from 1,990,119,845 to 1,996,119,845 (assuming that no Options or Performance Rights are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.30%, comprising 0.15% for Dr Kitto and 0.15% for Mr Gundy

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

• (n) Dr Paul Kitto declines to make a recommendation to Shareholders in relation to Resolution 1 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolution 2, he recommends that Shareholders vote in favour of that Resolution for the following reasons:

• a. the Options will align the interests of the Eligible Participants with those of Shareholders by creating a retention incentive aimed at increasing Shareholder value and rewarding 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 Options 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;

• (o) Mr Gundy declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolution 1, he recommends that Shareholders vote in favour of that Resolution for the reasons set out in paragraph (n);

• (p) 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;

• (q) 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 1 and 2.

1.4. Valuation of Options

Internal management of the Company have considered the indicative theoretical value attributable to the Options at a valuation date of 25 January 2024 to be as follows:

	Options Exercisable 30¢ exp 3 yrs
Key inputs	Grant date: 25-Jan-24
Exercise price Exercise period Vesting conditions Value per right Total Benefit P. Kitto Total Benefit P. Gundy Total fair value	$0.30 3.0 years from the date of issue Refer Schedule 1 $0.18 $534,651 $534,651
	$1,069,303

Australian Accounting Standards require the Options to be expensed over the vesting period in accordance with AASB 2 – Share Based Payments. The Options are expected to be expensed over the relevant vesting period. Expensing the Options will have the effect of increasing

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METEORIC RESOURCES NL

ABN 64 107 985 651 EXPLANATORY MEMORANDUM

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 Options.

• 1.5. Section 195(4) Corporations Act

Two of the Company’s four directors have a material personal interest in the outcome of Resolutions 1 and 2 (as applicable to each Director) in this Notice of Meeting by virtue of the fact that Resolutions 1 and 2 are concerned with the issue of Options to those Directors.

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a material personal interest are being considered.

In the absence of Shareholder approval under section 195(4) of the Corporations Act, the Directors may not be able to form a quorum at Board meetings necessary to carry out the terms of these Resolutions. The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to determine.

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GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

GM	General Meeting
Annual Report	means the Directors’ report, the annual financial report and auditors report in respect of the financial
	year ended 30 June 2023.
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.
Chair	means Chair of the Meeting.
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.
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.
Equity Securities	has the meaning given to that term in the Listing Rules.
Explanatory Memorandum	means this information attached to the Notice, which provides information to Shareholders about the
	Resolutions contained in the Notice.
Key Management Personnel	has the meaning given to that term in section 9 of the Corporations Act.
Listing Rules	means the listing rules of ASX.
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.
Option	means an option to acquire a share.
Proxy Form	means the proxy form attached to this Notice.
Remuneration Report	means the remuneration report of the Company outlined in the Annual Report.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.
VWAP	Means volume weighted average price.
WST	Western Standard Time

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SCHEDULE 1

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The terms and conditions of the Options are as follows:

• a) Each Option gives the holder the right to subscribe for one Share.

• b) The Options will vest following 12 months of continuous service from date of issue. Thereafter, some or all of the Options may be exercised at any time, by notice in writing to the Company and payment of the required funds.

• c) An Option may only be exercised before the date that is 3 years after the date of issue ( Expiry Date ).

• d) Options not exercised on or before the Expiry Date will automatically lapse.

• e) The exercise price of each Option is A$0.30 (subject to adjustment to the price as a result of a reconstruction in accordance with paragraph (m)) ( Exercise Price ).

• f) The Options are not transferable.

• g) The Options are exercisable by delivering to the registered office of the Company a notice in writing stating the intention of the holder to exercise a specified number of Options, accompanied by an Option certificate, if applicable, and a cheque made payable to the Company for the subscription monies due, subject to the funds being duly cleared funds. The exercise of only a portion of the Options held does not affect the holder’s right to exercise the balance of any Options remaining.

• h) All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares.

• i) The Options are not to be quoted on ASX and the Company is under no obligation to apply for quotation of the Options on ASX.

• j) The Company will apply for quotation on ASX of all Shares issued upon exercise of the Options.

• k) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the Company will give each Option holder prior notice as required by the Listing Rules of the Record Date (as defined in the Listing Rules) of any proposed issue of Shares or other securities or entitlements made available to the holders of Shares generally to enable the Option holder to exercise its Options and participate in the new issue.

• l) There is no right to change the Exercise Price of an Option nor the number of Shares over which the Option can be exercised, if the Company completes a pro rata issue of Shares which is not a bonus issue.

• m) If at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• n) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Options.

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SCHEDULE 2

A summary of the terms of the Meteoric Resources NL Employee Securities Incentive Plan is set out below. The Directors have adopted the Plan, to enable eligible persons to be granted options, performance rights and Shares ( Awards ), the principal terms of which are summarised below:

(a)	(Eligibility) The Board may, in its absolute discretion, invite an “Eligible Person” to participate in the Plan. An “Eligible Person” means
	a person that is a “primary participant” (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the
	Company or an associated body corporate and has been determined by the Board to be eligible to participate in the Plan from time to
	time.
(b)	(Offer) Following determination that an Eligible Person may participate in the Plan, the Board may make an offer to that person by an
	offer letter setting out the terms of the offer and any Conditions which may apply to the offer or the Awards (Offer Letter).
(c)	(Issue Cap) Unless the Company is unlisted or the Company constitution provides otherwise, the Company must not make an offer of
	Awards for monetary consideration under the Plan, where the total number of Shares to be issued under the Plan (Plan Shares) (or that
	will be issued upon conversion of convertible securities to be issued), when aggregated with the number of Plan Shares that may be
	issued as a result of offers made under the Plan, at any time during the previous 3 year period, would exceed 5% of the total number of
	Shares on issue at the date of the offer.
	The Plan does not contain an issue cap on the number of Awards that may be issued for no monetary consideration, however the Board
	have decided to impose a cap of 100,000,000 Awards where no consideration is payable. This does not include the issue of Awards
	that are otherwise approved by Shareholders.

(d) ( Disclosure ) All offers of Awards under the Plan for no monetary consideration are made pursuant to Division 1A of Part 7.12 of the Corporations Act and accordingly the Company will not issue a disclosure document for such an offer. If the Company makes an offer to issue Awards under the Plan for monetary consideration, the Company will comply with the disclosure requirements in Division 1A of Part 7.12 of the Corporations Act. (e) ( Nature of Awards ) Each option or performance right entitles the holder, to subscribe for, or be transferred, one Share. Any Shares acquired as an Award or pursuant to the exercise of an Award will rank equally with all existing Shares from the date of acquisition. (f) ( Vesting ) Awards may be subject to exercise conditions, performance hurdles or vesting conditions ( Conditions ). These Conditions must be specified in the Offer Letter to Eligible Persons. In the event that a takeover bid for the Company is declared unconditional, there is a change of control in the Company, or if a merger by way of a scheme of arrangement has been approved by a court, then the Board may determine that:

• (i) all or a percentage of unvested options will vest and become exercisable;

• (ii) all or a percentage of performance rights will be automatically exercised; and (iii) any Shares issued or transferred to a holder under the Plan that have restrictions (on their disposal, the granting of any security interests in or over, or otherwise on dealing with), will be free from any restrictions on disposal.

• (g) ( Exercise Period ) The period during which a vested Award may be exercised will commence when all Conditions have been satisfied, waived by the Board, or are deemed to have been satisfied under the rules of the Plan and the Company has issued a vesting notification to the holder, and ends on the Expiry Date (as defined at (j)(iv) below).

• (h) ( Disposal restrictions ) Awards granted under the Plan may not be assigned, transferred, novated, encumbered with a security interest (such as a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature) over them, or otherwise disposed of by a holder, other than to a nominated party (such as an immediate family member, trustee of a trust or company) in accordance with the Plan, unless:

• (i) the prior consent of the Board is obtained; or

• (ii) such assignment or transfer occurs by force of law upon the death of a holder to the holder's legal personal representative.

• (i) ( Cashless exercise ) Optionholders may, at their election, elect to pay the exercise price for an option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise of the option ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the optionholder will receive Shares to the value of the surplus after the exercise price has been set off.

If an optionholder elects to use the Cashless Exercise Facility, the optionholder will only be issued that number of Shares (rounded down to the nearest whole number) as are equal to the value of the difference between the exercise price otherwise payable for the options

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and the then market value of the Shares at the time of exercise (determined as the volume weighted average price on the ASX over the five trading days prior to providing a notice of exercise).

• (j) ( Lapse ) Unvested Awards will, subject to Board discretion, generally lapse on the earlier of:

• (i) the cessation of employment, engagement or office of the holder;

• (ii) the day the Board makes a determination that all unvested Awards and vested options of the holder will lapse because, in the opinion of the Board the holder has acted fraudulently or dishonestly, or is in material breach of his or her duties or obligations to the Company;

• (iii) if any applicable Conditions are not achieved by the relevant time;

• (iv) if the Board determines that any applicable Conditions have not been met and cannot be met prior to the date that is 5 years from the grant date of an Award or any other date determined by the Board and as specified in the Offer ( Expiry Date ); or

• (v) the Expiry Date.

Where a holder of Awards ceases to be employed or engaged by the Company and is not a “Bad Leaver” (as that term is defined in the Plan), and the Awards have vested, they will remain exercisable until the Awards lapse in accordance with the Plan rules or if they have not vested, the Board will determine as soon as reasonably practicable after the date the holder ceases to be employed or engaged, how many (if any) of those holder’s Awards will be deemed to have vested and exercisable.

Where a holder becomes a “Bad Leaver” (as that term is defined in the Plan), all Awards, unvested or vested, will lapse on the date of the cessation of employment, engagement or office of that holder.

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for Securityholder registration.

Meteoric Resources NL | ABN 64 107 985 651

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 10.00am (AWST) on Monday, 25 March 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

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

CORPORATE REPRESENTATIVES

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

Lodging your Proxy Voting Form:

Online

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

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

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

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Meteoric Resources NL, to be held at 10.00am (AWST) on Wednesday, 27 March 2024 at Level 1, 35 Ventnor Avenue West Perth WA 6005 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 2 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 2 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

P Resolutions For Against Abstain 1 Issue of Options to Director – Dr Paul Kitto 2 Issue of Options to Director – Mr Peter Gundy Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

AM STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).