NORTHERN MINERALS LIMITED — Proxy Solicitation & Information Statement 2019

May 16, 2019

==> picture [163 x 47] intentionally omitted <==

NORTHERN MINERALS LIMITED ABN 61 119 966 353

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

10.00AM (PERTH TIME), 17 JUNE 2019

AT

LEVEL 1 675 MURRAY STREET WEST PERTH WESTERN AUSTRALIA 6005

Please read the Notice and Explanatory Memorandum carefully. If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

This page has been left blank intentionally.

==> picture [163 x 47] intentionally omitted <==

Notice is hereby given that a General Meeting of Shareholders of Northern Minerals Limited ABN 61 119 966 353 ( Company ) will be held at Level 1, 675 Murray Street, West Perth, Western Australia 6005 at 10.00am (Perth time) on 17 June 2019.

AGENDA

RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTOR

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 150,000,000 Shares to Zhongxiong Lin, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Zhongxiong Lin, or any of that person’s associates (as defined in the Listing Rules).

However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 2 – ISSUE OF CONVERTIBLE NOTES TO SOPHISTICATED INVESTOR

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

“That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 7,500,000 convertible notes (convertible into a maximum of 75,000,000 Shares) to Yuzhen Ma (or that person’s nominee), for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Yuzhen Ma (or that person’s nominee), being the 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 Shareholder), or any of that person’s associates.

However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF SHARES FOR PAYMENT OF ARRANGER’S FEE

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 38,000,000 Shares to Straits Investments Limited, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Straits Investments Limited, or any of Straits Investments Limited’s associates (as defined in the Listing Rules).

However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing

2

==> picture [163 x 47] intentionally omitted <==

the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 4 – ISSUE OF SHARES FOR PAYMENT OF ARRANGER’S FEE

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

“That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 16,000,000 Shares to Straits Investments Limited, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Straits Investments Limited, being the 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 Shareholder), or any of Straits Investments Limited’s associates.

However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

OTHER BUSINESS

To transact any other business that may be legally brought before the Meeting.

CHAIRMAN AND CHAIRMAN’S VOTING INTENTIONS FOR UNDIRECTED PROXIES

It is proposed that the chairman of the Meeting be Mr Colin McCavana. It is the chairman’s intention as chairman of the Meeting to vote undirected proxies (i.e. open proxies) which he holds as proxy in favour of all Resolutions.

SNAPSHOT DATE

It has been determined that in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the date to determine who are the Shareholders in the Company for the purposes of the Meeting is at 5.00pm (Perth time) on 15 June 2019 . Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Holders of options or other convertible securities issued by the Company who are not Shareholders but who wish to vote as Shareholders at the Meeting are required to lodge valid exercise notices with the Company no later than 1 week before the Meeting to allow sufficient time for the Shares to be issued by the Company.

PROXIES

A Proxy Form is attached to (and forms part of) the Notice.

In accordance with section 249L(1)(d) of the Corporations Act, Shareholders are advised that:

• each member has a right to appoint a proxy;

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

• a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified then in accordance with section 249X(3) of the Corporations Act each proxy may exercise one half of the votes.

3

==> picture [163 x 47] intentionally omitted <==

In accordance with section 250BA of the Corporations Act the Company specifies the following details for the purposes of receipt of proxy appointments:

Share Registry (Security Postal Address: Transfer Australia Pty Ltd): PO BOX 52 COLLINS STREET WEST VIC 8007

Street Address: SUITE 913 – EXCHANGE TOWER 530 LITTLE COLLINS STREET MELBOURNE VIC 3000 Facsimile Number: +61 8 9315 2233

The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the Meeting. The Proxy Form may be sent by facsimile transmission to the number identified on the Proxy Form. The Proxy Form provides further details on appointing proxies and lodging proxy Forms.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with section 250D of the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An appointment of corporate representative form is enclosed if required.

OTHER

Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and the Explanatory Memorandum, please refer to the Glossary on page 5.

Dated 10[th] May 2019

By order of the Board

==> picture [125 x 68] intentionally omitted <==

_____ Mark Tory Company Secretary / CFO

4

==> picture [163 x 47] intentionally omitted <==

GLOSSARY

April Announcement has the meaning given in the Explanatory Memorandum for Resolution 1.

ASX is ASX Limited ACN 008 624 691 or the securities exchange operated by it, as the context requires.

Board is the Board of Directors of the Company.

Company is Northern Minerals Limited ABN 61 119 966 353.

Constitution is the constitution of the Company.

Corporations Act is the Corporations Act 2001 (Cth).

Director is a director of the Company.

Equity Security means equity securities as defined in the Listing Rules, being a share, unit, right to a share or unit or option, a convertible security, any security that ASX decides is an equity security but not a security ASX decides to classify as a debt security.

Explanatory Memorandum or Memorandum is the Explanatory Memorandum accompanying the Notice of Meeting.

Listing Rules is the Listing Rules of the ASX.

Meeting is the meeting of the Shareholders convened for the purposes of considering the Resolutions contained in the Notice.

Notice of Meeting or Notice is this Notice of General Meeting.

Proxy Form is the form of proxy accompanying this Notice of Meeting.

Resolution is a resolution proposed to be passed at the Meeting and contained in the Notice.

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

Shareholder is a person entered in the Company’s register as a holder of a Share.

5

==> picture [163 x 47] intentionally omitted <==

EXPLANATORY MEMORANDUM TO SHAREHOLDERS NORTHERN MINERALS LIMITED

ABN 61 119 966 353

This Memorandum sets out information about the business to be considered by the Shareholders at the Meeting. A short explanation of the business to be considered by the Shareholders is set out below.

BUSINESS OF THE MEETING

RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTOR

The Company refers to its announcement dated 23 April 2019 in relation to the subscription agreements entered into for the issue of 150,000,000 Shares at an issue price of $0.05 per Share to raise $7,500,000 (before costs) and the issue of 7,500,000 convertible notes to raise $7,500,000 (before costs) ( April Announcement ).

This Resolution relates to the share subscription referred to in the April Announcement and the Company seeks Shareholder approval for, and ratification of, the issue of those 150,000,000 Shares to Zhongxiong Lin, a sophisticated investor in China, that were issued on 1 May 2019.

The purpose of this Resolution is to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities by the Company in the next 12 months.

Listing Rule 7.1 restricts the number of Equity Securities a company may issue (or agree to issue) in any 12 month period without shareholder approval to 15% of the number of ordinary securities on issue at the commencement of that 12 month period (subject to specified exceptions).

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s members subsequently approve it.

Listing Rule 7.5 requires the following specific information to be provided to Shareholders in relation to this Resolution:

• (a) 150,000,000 Shares were issued.

• (b) The Shares were issued at an issue price of $0.05 per Share.

• (c) The Shares were fully paid ordinary shares in the capital of the Company.

• (d) The Shares were issued to a sophisticated investor in China that is not a related party of the Company, being Zhongxiong Lin.

• (e) The Company raised $7,500,000 (before costs) through the issue of the Shares. The funds raised were used towards repayment of amounts due to Innovative Structured Finance Co. LLC (the Company’s R&D Financier).

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

A voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting.

6

==> picture [163 x 47] intentionally omitted <==

RESOLUTION 2 – ISSUE OF CONVERTIBLE NOTES TO SOPHISTICATED INVESTOR

The Company refers to the April Announcement as detailed in the Explanatory Memorandum for Resolution 1. Please also refer to the Explanatory Memorandum for Resolution 1 for information about Listing Rule 7.1.

This Resolution relates to the convertible note subscription referred to in the April Announcement.

The convertible note subscription is for the issue of 7,500,000 convertible notes subject to shareholder approval. The Company has agreed that the subscription funds for the notes will be advanced in two tranches, with $2,500,000 due on or before 30 April 2019 and $5,000,000 due on or before 21 June 2019 and the Company is permitted to use such funds before the convertible notes are issued.

The convertible notes each have a face value of A$1.00 per note, a maturity date of 30 June 2020 and a conversion price of $0.10 per Share. Interest is payable at a rate of 10.0% per annum, accruing daily and payable monthly in immediately available funds on the face value of the convertible notes from the date the notes are issued until the earlier of the date the convertible note is converted into shares and the maturity date.

The 7,500,000 convertible notes are convertible into a maximum of 75,000,000 Shares.

Further terms of the convertible notes are set out in the April Announcement and Annexure 1.

Under this Resolution, the Company seeks Shareholder approval for the issue of up to 7,500,000 convertible notes to Yuzhen Ma, a sophisticated investor in China (or a nominee) so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities by the Company in the next 12 months.

Listing Rule 7.3 requires the following information to be provided in relation to this Resolution:

• (a) Up to 7,500,000 convertible notes may be issued (convertible into a maximum of 75,000,000 Shares).

• (b) The convertible notes will be issued in full by no later than 3 months after the date of the Meeting in two separate tranches in accordance with the terms of the convertible note subscription deed.

• (c) Each convertible note has a face value of A$1.00.

• (d) The convertible notes will be issued to a sophisticated investor in China that is not a related party of the Company, being Yuzhen Ma (or a nominee).

• (e) The key terms of the convertible notes are set out above and in the April Announcement. Additional terms of the convertible notes are set out in Annexure 1.

• (f) The Company will raise a total of $7,500,000 (before costs) through the issue of the convertible notes under the two tranches (noting that the Company is permitted to use subscription funds that are received before the convertible notes are issued). Subscription funds advanced for tranche 1 (being $2,500,000 before costs) were used towards repayment of amounts due to Innovative Structured Finance Co. LLC (the Company’s R&D Financier) and subscription funds advanced for tranche 2 (due on or before 21 June 2019) will be used to progress the Company’s enhancement initiatives at Browns Range, including exploration, ore sorting and product separation, as well as for working capital.

If shareholder approval for the issue of the convertible notes is not obtained, the Company must, within 90 days after the Meeting, pay an amount equal to the subscription funds advanced to the Company back to Yuzhen Ma.

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

A voting exclusion applies to Resolution 2 in the terms set out in the Notice of Meeting.

7

==> picture [163 x 47] intentionally omitted <==

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF SHARES FOR PAYMENT OF ARRANGER’S FEE

The Company refers to its announcement dated 18 March 2019 in relation to a $20 million placement of Shares ( March Announcement ), and to the April Announcement as detailed in the Explanatory Memorandum for Resolution 1. Please also refer to the Explanatory Memorandum for Resolution 1 for information about Listing Rule 7.1 and Listing Rule 7.4.

As set out in the March Announcement, a success fee of 6% on the funds raised will be payable in Shares (at $0.05 per Share) or cash, at the Company’s election, once subscription funds have been received.

As set out in the April Announcement, an arranger’s fee of 10% of the value of the subscriptions referred to in that announcement is payable by the Company in either cash or Shares (at $0.05 per Share), at the Company’s discretion, upon completion of the transactions.

A summary of fees paid (or payable) for the respective transactions is set out in the table below:

No.	Transaction	Fee Payable (%)	Fee Payable ($/Shares)	Status
1.	March Announcement – Tranche 1 ($10m share subscription)	6% of funds raised	$600,000 or 12 million Shares	Completed Fee paid in Shares
2.	March Announcement – Tranche 2 ($5m share subscription)	6% of funds raised	$300,000 or 6 million Shares	Completed Fee paid in Shares
3.	March Announcement – Tranche 3 ($5m subscription)	6% of funds raised	$300,000 or 6 million Shares	Not yet payable
4.	April Announcement - $7.5m share subscription	10% of funds raised	$750,000 or 15 million Shares	Completed Fee paid in Shares
5.	April Announcement – Tranche 1 of convertible note subscription ($2.5m)	10% of funds raised	$250,000 or 5 million Shares	Completed Fee paid in Shares
6.	April Announcement – Tranche 2 of convertible note subscription ($5m)	10% of funds raised	$500,000 or 10 million Shares	Not yet payable
	Total	-	$2.7 million or 54 million Shares	-

This Resolution relates to the issue of 38,000,000 Shares to Straits Investments Limited as payment for arranger’s fees in relation to the completed transactions referred to above (being items numbered 1, 2, 4 and 5 in the table).

The purpose of this Resolution is to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities by the Company in the next 12 months.

Listing Rule 7.5 requires the following specific information to be provided to Shareholders in relation to this Resolution:

(a) 38,000,000 Shares were issued.

8

==> picture [163 x 47] intentionally omitted <==

• (b) The Shares were issued at an issue price of $0.05 per Share.

• (c) The Shares were fully paid ordinary shares in the capital of the Company.

• (d) The Shares were issued to Straits Investments Limited who is not a related party of the Company.

• (e) The Company did not raise any funds through the issue of these Shares, but the issue was to satisfy the obligations of the Company to pay the arranger’s fee of $1,900,000 to Straits Investments Limited.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

A voting exclusion applies to Resolution 3 in the terms set out in the Notice of Meeting.

RESOLUTION 4 – ISSUE OF SHARES FOR PAYMENT OF ARRANGER’S FEE

The Company refers to the Explanatory Memorandum for Resolution 3 in relation to the arranger’s/success fees payable by the Company. Please also refer to the Explanatory Memorandum for Resolution 1 for information about Listing Rule 7.1.

This Resolution relates to the payment of the outstanding arranger’s/success fees set out in the table in the Explanatory Memorandum for Resolution 3 (being items 3 and 6).

Under this Resolution, the Company seeks Shareholder approval for the issue of up to 16,000,000 Shares to Straits Investments Limited so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities by the Company in the next 12 months, to the extent that the Company decides to settle the respective fee in Shares rather than in cash.

Listing Rule 7.3 requires the following information to be provided in relation to this Resolution:

• (a) Up to 16,000,000 Shares may be issued.

• (b) The Shares will be issued in full (in the respective tranches) by no later than 3 months after the date of the Meeting.

• (c) The issue price per Share will be $0.05.

• (d) The Shares to be issued will be fully paid ordinary shares in the capital of the Company.

• (e) The Shares will be issued to Straits Investments Limited who is not a related party of the Company.

• (f) The Company will not raise any funds through the issue of these Shares, but the issue will satisfy the obligations of the Company to pay the arranger’s/success fee of $800,000 to Straits Investments Limited.

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

A voting exclusion applies to Resolution 4 in the terms set out in the Notice of Meeting.

9

==> picture [163 x 47] intentionally omitted <==

Annexure 1 – Summary of Additional Terms and Conditions of Convertible Notes

1 Definitions and Interpretation

In these Note Terms unless the context or subject matter otherwise indicates or requires:

ASX Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver or modification by ASX.

Conversion Date means the date on which one or more of the Notes are converted into Shares in accordance with these Terms.

Conversion Period has the meaning given in clause 2.1 of these Terms.

Conversion Price means $A0.10 per Share.

Conversion Right has the meaning given in clause 2.1 of these Terms.

Conversion Notice means a notice substantially in the form set out in the Convertible Note Subscription Deed.

Event of Default means any one of the following events:

• (a) an Insolvency Event occurring;

• (b) the Company being in breach of the Convertible Note Subscription Deed which breach is incapable of being remedied or is not remedied within 5 Business Days of the breach occurring; or

• (c) any security is enforced against the assets of the Company;

Insolvency Event means the occurrence of any of the following in relation to a person:

• (a) it is wound up, a resolution for its winding up has been passed or a meeting of members or creditors has been convened for that purpose;

• (b) it is the subject of a winding up application which has been made to a court, or an event has occurred which would entitle any person to apply to a court to wind it up;

• (c) it has proposed or taken any steps to implement a scheme of arrangement or other compromise or arrangement with any of its creditors;

• (d) it is the recipient of a demand under section 459E of the Corporations Act or any corresponding or analogous provision governing that person in a jurisdiction outside Australia that is not set aside or complied with before the end of the relevant period for compliance with the demand;

• (e) it is in receivership and or its assets are in the possession of or under the control of a mortgagee or chargee;

10

==> picture [163 x 47] intentionally omitted <==

• (f) it is subject to administration under Part 5.3A of the Corporations Act or any corresponding or analogous provision governing that person in a jurisdiction outside Australia; or

• (g) it is insolvent (as defined in section 95A of the Corporations Act) or any corresponding or analogous provision governing that person in a jurisdiction outside Australia.

Interest Rate means 10% per annum.

Maturity Date means 30 June 2020.

All other capitalised terms have the meaning given in clause 1.1 of the Convertible Note Subscription Deed provided that if the Subscriber elects to have the Notes issued to a nominee as contemplated by clause 2(a) of the Convertible Note Subscription Deed, a reference to “Subscriber” in these Note Terms shall be a reference to such nominee.

2 Conversion

2.1 Conversion Right

The Subscriber has the right ( Conversion Right ) to convert the whole but not part of the Face Value of each Note into Shares at the Conversion Price at any time prior to the Maturity Date ( Conversion Period ), provided that the Subscriber may only exercise a Conversion Right in multiples of 500,000 Notes at any one time (so that multiples of 5,000,000 Shares are issued at any one time), unless the Subscriber has less than 500,000 Notes in which case the Subscriber must exercise all its Notes together.

2.2

Conversion procedure

• (a) To exercise the Conversion Right, the Subscriber must give the Company, during the Conversion Period, a notice of conversion ( Conversion Notice ) in the form set out in the Convertible Note Subscription Deed, together with the Note Certificate.

• (b) A Conversion Notice once delivered shall be irrevocable.

• (c) The Company must:

• (i) within 2 Business Days of receiving a Conversion Notice under clause 2.1 of these Terms, register the Subscriber in its register of members as the holder of the Shares and apply for quotation of the Shares on the ASX; and

• (ii) give to ASX (within 2 Business Days of issue of the Shares) a notice under section 708A(5)(e) of the Corporations Act in respect of the Shares that complies with section 708A(6) of the Corporations Act, or issue a disclosure document in respect of the Shares.

• (d) Upon conversion, the Subscriber is deemed to authorise the Company to register it as the holder of Shares and to be bound by the constitution of the Company.

• (e) The Notes may only be converted in whole and not in part.

11

==> picture [163 x 47] intentionally omitted <==

• (f) The Company shall forward free of charge to the Subscriber (or such other person as it may in writing request) a certificate or holding statement for the Shares allotted and issued on conversion of the Notes.

2.3 Maximum number of Shares on conversion

The Maximum number of Shares that may be issued to the Subscriber on conversion of the Notes is 75,000,000 Shares.

3 Redemption by the Company

• (a) If the Subscriber has not delivered a Conversion Notice under clause 2 of these Terms on or before 5:00pm (Perth time) on the Maturity Date, the Company must pay the principal amount owed under the Note to the Subscriber on the second Business Day after the Maturity Date.

• (b) The payment in full by the Company to the Subscriber of all amounts owing to the Subscriber under clause 3(a) operates in satisfaction of the Company’s obligation to the Subscriber under the Note and the Convertible Note Subscription Deed.

• 4 Redemption by Subscriber

• (a) Notwithstanding anything contained above, the Subscriber will be entitled at any time by giving 60 days’ notice in writing to the Company, to require the Company to redeem the Notes if an Event of Default occurs in relation to the Company ( Default Notice ).

• (b) The Company must pay the principal and interest and any other amounts owed under the Notes to the Subscriber within 60 days of receipt of the Default Notice.

• (c) The payment by the Company to the Subscriber under clause 4(b) operates in satisfaction of the Company’s obligation to the Subscriber under the Notes and the Convertible Note Subscription Deed.

5 Interest

• (a) Each Note bears interest at the Interest Rate on the Face Value of the Note from time to time from (and including) the date such Note is issued until (but excluding) the earlier of:

• (i) the date the Note is converted into Shares; and

• (ii) the Maturity Date,

and interest is payable by the Company in immediately available funds to the nominated bank account of the Subscriber on the 15[th] day of each month, provided that the first payment of interest is payable for the period from (and including) the date of issue of the Notes up to the 15[th] day of the next month.

• (b) Interest in respect of a Note:

• (i) accrues daily from (and including) the date of issue of the Notes; and

• (ii) is calculated on actual days elapsed and a year of 365 days.

12

==> picture [163 x 47] intentionally omitted <==

6 Shares to rank equally

Each Share issued upon conversion of the Notes will, as from the date of conversion, rank equally in all respects with the then issued Shares of the Company.

7 No Company Interest

The Notes constitute direct, unconditional and unsecured obligations of the Company and do not confer:

• (a) any beneficial entitlement to, or interest in, any Shares;

• (b) any right to vote at a general meeting of the Company;

• (c) any right or beneficial entitlement to be paid or credited a dividend declared or determined by the Company or any other right or beneficial entitlement to participate in a distribution of profits of the Company;

• (d) any entitlement (beneficial or otherwise) to a share of the property of the Company that could be distributed among the members of the Company if property of the Company were distributed among its members, including through a distribution or return of capital of the Company, whether as a result of a winding up or otherwise; or

• (e) the right to participate in any new issue of Shares.

8 No Quotation

The Notes will not be quoted on ASX.

9 Transfer

Notes may be assigned or transferred provided that: (1) the assignment or transfer does not breach applicable laws; (2) the transferee is a person that does not require disclosure under applicable laws (including, for Australian transferees, the transferee does not require disclosure under Chapter 6D or the Corporations Act); and (3) provided that the Company will not be required to pay or reimburse any party with respect to any additional taxes, charges or costs which would not have arisen had the assignment or transfer not occurred.

10 Notification

If the Company releases an announcement to the ASX regarding a rights issue, bonus issue or a reorganisation of capital, the Company must use reasonable endeavours to notify the Subscriber on the same day or as soon as reasonably practicable after such date.

11 Adjustment for reorganisation of capital

If the Company reorganises its capital, the number of Shares issued on conversion or the Conversion Price, or both, will be reorganised so that the holder of the Notes will not receive a benefit that holders of ordinary shares do not receive in accordance with ASX Listing Rule 7.21.

13

==> picture [163 x 47] intentionally omitted <==

Shareholder Details

This is to certify that by a resolution of the Directors of:

………………………………………………………………………….…….….………... (Company), Insert name of shareholder company

the Company has appointed:

……………………..……………………………………………………………………….……….…, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the meeting of the members of Northern Minerals Limited to be held on 17 June 2019 commencing at 10 am (Perth Time) and at any adjournments of that meeting/all meetings of the members of Northern Minerals Limited.

DATED ………………………………………………………. 2019

Please sign here

lease sign here
Executed by the Company	)
in accordance with its constituent documents	)
	)

............................................................….……… ............................................................….…………… Signed by authorised representative Signed by authorised representative ............................................................…………. ............................................................….…………… Name of authorised representative (print) Name of authorised representative (print) ............................................................………… ............................................................….……………. Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

1. Insert name of appointor Company and the name or position of the appointee (e.g. “John Smith” or “each Director of the Company”).

2. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

3. Print the name and position (e.g. Director) of each company officer who signs this Certificate on behalf of the company.

4. Insert the date of execution where indicated.

5. Send or deliver the Certificate to the Northern Minerals Limited registered office at Level 1, 675 Murray Street, West Perth, Western Australia 6005 or fax to the registered office on (08) 9481 5929.

14

This page has been left blank intentionally.

NORTHERN MINERALS LIMITED

REGISTERED OFFICE:

LEVEL 1 675 MURRAY STREET WEST PERTH WA 6005

ACN: 119 966 353

SHARE REGISTRY:

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: NTU

Holder Number: «HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

Lodge your VOTE ONLINE	proxy vote securely atwww.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID	proxy vote securely atwww.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. 2. Click on "Proxy Voting" and provide your Online Proxy ID	to access the voting area.	to access the voting area.	to access the voting area.											«ONLINE
SECTION A: Appointment of	Proxy
I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby				appoint:
The meeting chairperson	OR

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10:00am WST on Monday 17 June 2019 at Level 1, 675 Murray Street, West Perth, Western Australia 6005 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION For Against Abstain*

1. Ratification of previous issue of Shares to Sophisticated Investor

2. Issue of Convertible Notes to Sophisticated Investor

3. Ratification of previous issue of Shares for payment of Arranger's Fee

4. Issue of Shares for payment of Arranger's Fee

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 10:00am WST on Saturday 15 June 2019.

• NTUPX4140619

NTUPX4140619

1

4

NTU

My/Our contact details in case of enquiries are:

Name:

Number:

==> picture [58 x 27] intentionally omitted <==

----- Start of picture text -----

( )
----- End of picture text -----

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.