MIRAMAR RESOURCES LIMITED — AGM Information 2022

May 8, 2022

MIRAMAR RESOURCES LIMITED

ACN 635 359 965

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : Friday, 10 June 2022 PLACE : Conference Room South Perth Bowling Club 2 Mends Street, South Perth WA 6151

The business of the Meeting affects your shareholding, and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on Wednesday, 8 June 2022.

BUSINESS OF THE MEETING

AGENDA

1.	RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1
	To consider and, if thought fit, to pass, with or without amendment, the following resolution as anordinary
	resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 8,446,515 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,631,010 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,038,763 Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – ISSUE SECURITIES TO RELATED PARTY – ALLAN KELLY

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 588,236 Shares together with one free attaching Option for every two Shares subscribed for and issued, on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS IN CONSIDERATION FOR BROKERAGE SERVICES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,519,382 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS IN CONSIDERATION FOR UNDERWRITING SERVICES

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 2,129,274 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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7. RESOLUTION 7 – AMENDMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend its existing Constitution to allow for the use of technology at general meetings and distribution of meeting-related documents.”

Dated: 9 May 2022

By order of the Board Mindy Ku Company Secretary

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VOTING EXCLUSION STATEMENT:

Resolution 1 and 2– Ratification of prior issue of Shares under Listing Rules 7.1 and 7.1A	A person who participated in the issue or is a counterparty to the agreement being approved (namely the participants of the Placement) or an associate of that person or those persons.
Resolution 3 – Approval to issue Options	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 thatperson(or thosepersons).
Resolution 4 – Issue of Securities to Allan Kelly	Allan Kelly (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinarysecurities in the Company)or an associate of thatperson or thosepersons.
Resolution 5 – Approval to issue Options for Brokerage Services	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), namely PAC Partners Securities Pty Ltd or an associate of that person(or thosepersons).
Resolution 6 – Approval to issue Options for Underwriting Services	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), namely PAC Partners Securities Pty Ltd or an associate of that person(or thosepersons).

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) 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

• (b) 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

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

VOTING BY PROXY

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

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

VOTING IN PERSON

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mindy Ku, on mku@corpbservices.com.

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EXPLANATORY STATEMENT

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

1. BACKGROUND TO RESOLUTIONS

1.1 Background to resolutions

On 3 May 2022, the Company announced that it had received firm commitments from new and existing sophisticated investors to raise approximately $2.4 million (before costs) through a placement of fully paid ordinary shares ( Shares ) and one free attaching option (exercisable at $0.25 expiring two years from the date of issue) ( Option ) for every two Shares issued ( Placement ). The Company will apply to have the Options quoted and tradeable on the ASX.

The Placement will be issued in two tranches:

• (a) Tranche 1 : comrpised of 14,077,525 fully paid ordinary shares at an issue price of $0.17 per share ( Shares ) issued under the Company’s Listing Rule 7.1 and 7.1A placement capacity is anticipated to be issued on or around 10 May 2022 to unrelated sophisticated investors. The 7,038,763 Options are the subject of Resolution 3.

• (b) Tranche 2 : comprises of up to 588,236 Shares with one free attaching Option for every two Shares subscribed for, up to a total of 294,118 Options. Subject to Shareholder approval (pursuant to to Resoltuion 4), these Securities will be issued to Mr Allan Kelly, a Related Party by virute of being the Company’s Executive Chairman.

The purpose of the Placement is to fund the accelerated exploration at the Gidji Joint Venture Project ( Gidji JV ), to undertake further exploration at the projects located in the Eastern Goldfields, Murchison and Gascoyne regions of Western Australia and to fund the working captial of the Company.

In connection with the Placement, the Company has appointed PAC Partners Securities Pty Ltd (ACN 623 653 912) (AFSL 335 374) ( PAC Partners ) to act as the lead manager of the Placement. The material terms for PAC Partners acting as lead manager ( Lead Manager Mandate ) are that the Company will pay PAC Partners:

• (a) 2% management fee on the gross proceeds raised under the Placement, payable in cash (plus GST);

• (b) 4% placement fee on the capital introduced in the Placement, payable in cash (plus GST); and

• (c) subject to Shareholder approval (pursuant to Resolution 5), issue one Option for every four Shares placed under the Placement ( Broker Options ).

The Company also announced that it intends to complete a fully underwritten non-renounceable rights issue of options in June 2022. The Options will be on the same terms and conditions as the Placement. Existing Shareholders will have the right to subscribe for one Option for every two Shares held on the record date at an issue price of $0.01 per Rights Issue Option ( Rights Issue ).

In connection with the Rights Issue, the Company has appointed PAC Partners as the underwriter. It has been agreed that the Company will pay an underwriting fee of 6% on the underwritten amount in the Rights Issue payable in Options on the same terms as the Rights Issue ( Underwriting Agreement ). The issue of the Options are subject to Shareholder approval (the subject of Resolution 6).

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2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES - LISTING RULES 7.1 AND 7.1A

2.1 General

The Company anticipates to issue, on or around 10 May 2022, 14,077,525 Shares at an issue price of $0.17 per Share to raise $14,077,525 ( Placement Shares ).

8,446,515 Shares will be issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 5,631,010 Shares will be issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 4 November 2021 (being, the subject of Resolution 2).

2.2 Listing Rules 7.1 and 7.1A

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

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 4 November 2021.

The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares.

2.3 Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares.

If Resolutions 1 and 2 are not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares.

2.5

Technical information required by Listing Rule 7.5

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

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• (a) in connection with the Placement Shares, 58,824 Shares were issued to an existing Shareholder, namely Mr Craig Bowman pursuant to Section 708(3) of the Corporations Act. The remaining portion of the Placement Shares were issued to eligible existing shareholders identified by PAC Partners. The recipients were identified through a bookbuild process, which involved PAC Partners seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) Placement Shares were issued on the following basis:

• (i) 8,446,515 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and

• (ii) 5,631,010 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);

• (d) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Placement Shares will be issued on or around 10 May 2022;

• (f) the issue price was $0.17 per Placement Shares under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Placement Shares;

• (g) the purpose of the issue of the Placement Shares was to raise $2,393,179, which will be applied towards:

• (i) accelarating exploratoin activities at the Gidji Joint Venture Project;

• (ii) funding exploration activities at the projects located in the Eastern Goldfields, Murchison and Gascoyne regions of Western Australia; and

• (iii) to the working capital of the Company;

• (h) the Placement Shares were issued pursuant to customary placement offer letters between PAC Partners and each Participant..

3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS

3.1 General

As noted in Section 1.1, the Company has agreed to issue 7,038,763 free attaching Options as part of the Placement ( Placement Options ), and the Company has engaged the services of PAC Partners to manage the issue of the Placement for a fee.

As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

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The proposed issue of the Placement Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Placement. In addition, the issue of the Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Placement Options. Therefore, the Company will be in breach of the terms of the Placement and may require to renegotiates the terms of the Placement.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Options.

3.3 Technical information required by Listing Rule 7.3

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

• (a) in connection with the Placement Options, 29,412 Options were issued to an existing Shareholder, namely Mr Craig Bowman, pursuant to Section 708(3) of the Corporations Act. The remaining portion of the Placement Options will be issued to eligible existing shareholders identified by PAC Partner. The recipients were identified through a bookbuild process, which involved PAC Partners seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Placement Options to be issued is 7,038,763. The terms and conditions of the Placement Options are set out in Schedule 1;

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

• (e) the Options will be issued at a nil issue price as these are free attaching Options to the Shares under the Placement. The Company will not receive any consideration for the issue of the Placement Options (other than in respect of funds received on exercise of the Options);

• (f) the purpose of the issue of the Placement Options is to comply with the terms of the Placement;

• (g) the Placement Options were issued pursuant to customary placement offer letters between PAC Partners and each Participant.; and

• (h) the Placement Options are not being issued under, or to fund, a reverse takeover.

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4. RESOLUTION 4 – ISSUE OF SECURITIES TO RELATED PARTY – ALLAN KELLY

4.1 General

As set out in Section 1.1 above, Executive Chair Allan Kelly wishes to participate in the Placement on the same terms as unrelated participants in the Placement ( Participation ).

Accordingly, Resolution 4 seeks Shareholder approval for the issue of up to 588,236 Shares and on free attaching Option for every two Shares subscribed for and issued (being up to 294,118 Options) to Allan Kelly (or his nominee(s)), as a result of the Participation on the terms set out below.

4.2 Chapter 2E of the Corporations Act

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 Participation will result in the issue of the Securities which constitutes giving a financial benefit and Allan Kelly, is a related party of the Company by virtue of being a Director.

The Directors (other than Allan Kelly who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Securities will be issued to Allan Kelly (or their nominee) on the same terms as Securities issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

4.3

Listing Rule 10.11

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:

• 10.11.1 a related party;

• 10.11.2 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;

• 10.11.3 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;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 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 Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

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Resolution 4 seeks Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Securities under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.1 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Securities in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Securities will not use up any of the Company’s 15% annual placement capacity.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Securities under the Participation and no further funds will be raised in respect of the Placement.

4.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• (a) the Securities will be issued to Allan Kelly (or his nominee(s)), who falls within the category set out in Listing Rule 10.11.1, as Allan Kelly is a related party of the Company by virtue of being a Director;

• (b) the maximum number of Securities to be issued to Allan Kelly (or his nominee(s)) is 588,236 Shares and 294,118 Options respectively;

• (c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Options will be issued on the terms and conditions set out in Schedule 1;

• (e) the Securities 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) and it is anticipated the Shares will be issued progressively;

• (f) the issue price will be $0.17 per Share and nil per Option as the Options will be issued free attaching with the Shares on a one for two basis, being on the same terms to the other participants in the Placement. The Company will not receive any other consideration for the issue of the Securities (other than in respect of funds received on exercise of the Options);

• (g) the purpose of the issue of the Securities under the Participation is to raise capital, which the Company intends to use in the manner set out in Section 1 above;

• (h) the Securities to be issued under the Participation are not intended to remunerate or incentivise the Director;

• (i) the Securities are not being issued under an agreement; and

• (j) a voting exclusion statements is included in Resolution 4 of the Notice.

5. RESOLUTION 5 – APPROVAL TO ISSUE BROKER OPTIONS

5.1 General

The Company has entered into the Lead Manager Mandate to issue 5,137,028 Options in consideration for Brokerage services ( Broker Options ).

As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

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The proposed issue of the Broker Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

5.2 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Broker Options. In addition, the issue of the Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Broker Options. Should the issue not proceed, the Company will have to renegotiate the terms of the Lead Manager Mandate on terms more favourable to Shareholders and may delay the undertaking of the Placement.

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Broker Options.

5.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 5:

• (a) the Broker Options will be issued to PAC Partners;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Broker Options to be issued is 5,137,028. The terms and conditions of the Broker Options are set out in Section 1.1;

• (d) the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Broker Options will be issued progressively;

• (e) the Broker Options will be issued at a nil issue price, in consideration for underwriting and brokerage services in relation to the Placement provided by PAC Partners;

• (f) the purpose of the issue of the Broker Options is to satisfy the Company’s obligations under the Lead Manager Mandate;

• (g) the Broker Options are being issued to PAC Partners under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 1.1; and

• (h) the Broker Options are not being issued under, or to fund, a reverse takeover.

6. RESOLUTION 6 – APPROVAL TO ISSUE UNDERWRITER OPTIONS

6.1 General

The Company has entered into the Underwriting Agreement to issue 2,305,746 Options as fees for underwriting the Placement ( Underwriter Options ).

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As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Underwriter Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Underwriter Options. In addition, the issue of the Underwriter Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Underwriter Options. Should the issue not proceed, the Company will have to renegotiate the terms of the Lead Manager Mandate on terms more favourable to Shareholders and may delay the undertaking of the Placement.

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Underwriter Options.

6.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

• (a) the Underwriter Options will be issued to PAC Partners;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Underwriter Options to be issued is 2,305,746. The terms and conditions of the Underwriter Options are set out in Section 1.1;

• (d) the Underwriter Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Underwriter Options will occur progressively;

• (e) the Underwriter Options will be issued at a nil issue price, in consideration for underwriting and brokerage services in relation to the Rights Issue provided by PAC Partners;

• (f) the purpose of the issue of the Underwriter Options is to satisfy the Company’s obligations under the Underwriting Agreement;

• (g) the Underwriter Options are being issued to PAC Partners under the Underwriting Agreement. A summary of the material terms of the Lead Manager Mandate is set out in Section 1.1; and

• (h) the Underwriter Options are not being issued under, or to fund, a reverse takeover.

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7. RESOLUTION 7 – AMENDMENT OF CONSTITUTION

7.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 7 is a special resolution which will enable the Company to amend its existing Constitution ( Amended Constitution ) to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted on 27 August 2020. The amendment relates to the inclusion of convening of electronic meetings and distribution of meeting-related material electronically pursuant to Chapter 2G of the Corporations Act.

It is proposed that the Amended Constitution includes at Clause 14 a new provision which allows for the use of technology at meetings and distribution of meetings-related documents electronically (whether by a physical or electronic link or the entire document), to the extent permitted by the Corporations Act.

A copy of the Amended Constitution is available for review by Shareholders at the Company’s website https://www.miramarresources.com.au/ and at the office of the Company. A copy of the Amended Constitution can also be sent to Shareholders upon request to the Company Secretary ( info@miramarresources.com.au ). Shareholders are invited to contact the Company if they have any queries or concerns.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691), or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Miramar Resources Limited (ACN 635 359 965).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Listing Rules means the Listing Rules of ASX.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement has the meaning set out in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

13

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a)	Entitlement	Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b)	Exercise Price	Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.25
		(Exercise Price)
(c)	Expiry Date	Each Option will expire at 5:00 pm (WST) on the date that is two (2) years from the date of issue
		(Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry
		Date.
(d)	Exercise Period	The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(e)	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.
(f)	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).
(g)	Timing of issue of	Within five Business Days after the Exercise Date, the Company will:
	Shares on exercise	(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 (g)(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.
(h)	Shares issued	Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
	on exercise
(i)	Reconstruction	If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to
	of capital	be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time
		of the reconstruction.
(j)	Participation	There are no participation rights or entitlements inherent in the Options and holders will not be
	in new issues	entitled to participate in new issues of capital offered to Shareholders during the currency of the
		Options without exercising the Options.
(k)	Change in	An Option does not confer the right to a change in Exercise Price or a change in the number of
	exercise price	underlying securities over which the Option can be exercised.
(l)	Transferability	The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or
		under applicable Australian securities laws.

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