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NORTHERN MINERALS LIMITED ABN 61 119 966 353

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

10.00AM (PERTH TIME), 26 APRIL 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.

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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 26 April 2019.

AGENDA

RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO CREDITOR

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 2,500,000 Shares to a creditor of the Company (being Belinda Margaret Jones) as part payment for services rendered, 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 Belinda Margaret Jones, or any of her 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 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO GO & COMPANY LTD

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 30,000,000 Shares to Go & Company Ltd, 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 Go & Company Ltd, or any of its associates (as defined in the Listing Rules).

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO LIU XIAOHUA

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 50,000,000 Shares to Liu Xiaohua, 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 Liu Xiaohua, or any of her associates (as defined in the Listing Rules).

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RESOLUTION 4 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NOMINEE OF LIND ASSET MANAGEMENT X, LLC

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 10,052,809 Shares to Citicorp Nominees Pty Limited, as nominee for Lind Asset Management X, LLC, 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 Lind Asset Management X, LLC, Citicorp Nominees Pty Limited, or any of their associates (as defined in the Listing Rules).

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – PART OF TRANCHE 1

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 70,000,000 Shares to Joy & K Pty Ltd and Xue Cong Yan, 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 Joy & K Pty Ltd and Xue Cong Yan, each being a person who participated in the issue, or any of their associates (as defined in the Listing Rules).

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1 CAPACITY)

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 up to 130,000,000 Shares to Jingmei Wang and Xue Cong Yan (or their nominees), to the extent such Shares are issued out of the Company’s placement capacity under Listing Rule 7.1 between the date of the Notice and the date of the Meeting, 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 Jingmei Wang and Xue Cong Yan (or their nominees), each being a person who participated in the issue, or any of their associates (as defined in the Listing Rules).

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RESOLUTION 7 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1A CAPACITY)

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 up to 12,231,752 Shares to Jingmei Wang and Xue Cong Yan (or their nominees), to the extent such Shares are issued out of the Company’s placement capacity under Listing Rule 7.1A between the date of the Notice and the date of the Meeting, for the purposes and on the terms set out in the Explanatory Memorandum.”

RESOLUTION 8 – ISSUE OF SHARES TO SOPHISTICATED INVESTORS – TRANCHE 2 AND TRANCHE 3

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 200,000,000 Shares to Duanmu Xiao Yi and Chen Hui Yun (or their nominees), 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, Duanmu Xiao and Chen Hui Yun (or their nominees), each being 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 Shareholder), or any of their associates.

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 24 April 2019 . Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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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.

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 7.

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Dated 26 March 2019

By order of the Board

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______ Mark Tory Company Secretary / CFO

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GLOSSARY

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.

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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 CREDITOR

Under this Resolution, the Company seeks Shareholder approval for, and ratification of, the issue of 2,500,000 Shares to a creditor of the Company (being Belinda Margaret Jones) on 11 February 2019 as part payment for services rendered. 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 7.5 requires the following specific information to be provided to Shareholders in relation to this Resolution:

(a) 2,500,000 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 creditor of the Company (being Belinda Margaret Jones, who is not a related party of the Company).
(e) The Company did not raise any funds through the issue of the Shares as those Shares were issued as part payment to a creditor (being Belinda Margaret Jones) for services rendered.

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.

RESOLUTION 2 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO GO & COMPANY LTD

Please refer to the announcement dated 1 February 2019 in relation to a consultancy agreement ( Consultancy Agreement ) the Company entered into with Go & Company Ltd ( Go & Company ), and to the Company’s announcements dated 12 February 2019, 4 March 2019 and 12 March 2019 (to the extent those announcements relate to the arrangement with Go & Company). Please also refer to the Explanatory Memorandum for Resolution 1 for information about Listing Rules 7.1 and 7.4.

In accordance with the Consultancy Agreement, the Company has issued 10,000,000 Shares to Go & Company on 11 February 2019, and 20,000,000 Shares to Go & Company on 11 March 2019.

Under this Resolution, the Company seeks the ratification of the issue of these Shares to Go & Company. 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:

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(a) 30,000,000 Shares were issued.
(b) The Shares were issued for a nil issue price. The closing price of Shares on the dates of issue was $0.048 on 11 February 2019 and $0.081 on 11 March 2019.
(c) The Shares were fully paid ordinary shares in the capital of the Company.
(d) The Shares were issued to Go & Company Ltd, which is not a related party of the Company.
(e) The Company did not raise any funds through the issue of the Shares as those Shares were issued as consideration under the Consultancy Agreement.

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.

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO LIU XIAOHUA

The Company refers to its announcements dated 1 February 2019 and 12 February 2019 in relation to the issue of 50,000,000 Shares to Liu Xiaohua under the Company’s placement capacity under Listing Rule 7.1A.

Under this Resolution, the Company seeks Shareholder approval for, and ratification of, the issue of 50,000,000 Shares to Liu Xiaohua to limit the restrictive effect of Listing Rule 7.1A on any further issues of securities by the Company in the next 12 months.

Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to a further 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting if Shareholders have approved the placement capacity at that meeting. The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 30 November 2018 which means that the Company had this additional placement capacity available to it in relation to the issue of Shares to Liu Xiaohua.

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. The note to Listing Rule 7.4 states that issues made with approval under Listing Rule 7.1A can be ratified under Listing Rule 7.4.

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

(a) 50,000,000 Shares were issued.
(b) The Shares were issued at an issue price of $0.06 per Share.
(c) The Shares were fully paid ordinary shares in the capital of the Company.
(d) The Shares were issued to Liu Xiaohua who is not a related party of the Company.
(e) The Company raised $3,000,000 (before costs) from the issue of the Shares and such funds will be used for ongoing working capital purposes.

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 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NOMINEE OF LIND ASSET MANAGEMENT X, LLC

The Company refers to the agreement with Lind Asset Management X, LLC ( Lind ) that was announced to ASX on 14 June 2017 (as amended from time to time) ( Funding Agreement ) and to its announcement dated 23 April 2018.

This Resolution relates to the ratification of the issue of Shares to meet repayment obligations under the 6 convertible notes issued to Lind in relation to the $11 million drawdown by the Company under the Funding Agreement.

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Please refer to the Explanatory Memorandum for Resolution 1 for information about Listing Rules 7.1 and 7.4.

In relation to the 6 convertible notes referred to above, the Company issued 10,052,809 Shares to Citicorp Nominees Pty Limited (as nominee for Lind) on 20 February 2019 in accordance with the Funding Agreement for the purposes of repaying amounts advanced to the Company under the Funding Agreement.

Under this Resolution, the Company seeks Shareholder approval for, and ratification of, the issue of Shares to Lind under Listing Rule 7.1 so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity 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) 10,052,809 Shares were issued in total.
(b) The issue price for the Shares was $0.043 per Share.
(c) The Shares were all fully paid ordinary shares in the capital of the Company.
(d) The Shares were issued to Citicorp Nominees Pty Limited (as nominee for Lind). Citicorp Nominees Pty Limited and Lind are not related parties of the Company.
(e) The Company did not raise any funds through the issue of the Shares as those Shares were issued for the purposes of repaying amounts advanced to the Company under the Funding Agreement.

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.

BACKGROUND TO RESOLUTIONS 5, 6 7 AND 8

The Company refers to its announcement dated 18 March 2019 in relation to the $20 million placement under which a number of sophisticated investors have subscribed for Shares ( $20 Million Placement ).

As set out in the announcement, the $20 Million Placement is comprised of three tranches, as detailed below:

Tranche	Subscription Shares	Issue Price per Share	Subscription Amount	Completion Date
Tranche 1	200,000,000	$0.05	$10,000,000	On or before 31 March 2019
Tranche 2	100,000,000	$0.05	$5,000,000	On or before 30 April 2019
Tranche 3	100,000,000	$0.05	$5,000,000	On or before 31 May 2019
Total	400,000,000		$20,000,000

The issue of Shares under Tranche 1 is not subject to Shareholder approval. As announced on 20 March 2019, $3,500,000 has been received under Tranche 1 and 70,000,000 Shares were subsequently issued under the Company’s placement capacity under Listing Rule 7.1A. The remaining funds for Tranche 1 are due to be received by 31 March 2019.

The issue of Shares under Tranche 2 and Tranche 3 is subject to obtaining Shareholder approval.

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RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – PART OF TRANCHE 1

Please refer to the “Background to Resolutions 5, 6 7 and 8” above, and the Explanatory Memorandum for Resolution 1 for information about Listing Rules 7.1 and 7.4. Please also refer to the Explanatory Memorandum for Resolution 3 for information about Listing Rule 7.1A.

Under this Resolution, the Company seeks Shareholder approval for, and ratification of the issue of 70,000,000 Shares to sophisticated investors as announced on 20 March 2019 as part of Tranche 1 of the $20 Million Placement so as to limit the restrictive effect of Listing Rule 7.1 and 7.1A on any further issues of securities by the Company in the next 12 months. The 70,000,000 Shares issued on 20 March 2019 as part of Tranche 1 of the $20 Million Placement were issued out of the Company’s placement capacity under Listing Rule 7.1A.

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

(a) 70,000,000 Shares were issued in total to Xue Cong Yan (50,000,000 Shares) and Joy & K Pty Ltd (20,000,000 Shares).
(b) The issue price for the Shares was $0.05 per Share.
(c) The Shares were all fully paid ordinary shares in the capital of the Company.
(d) The Shares were issued as part of Tranche 1 of the $20 Million Placement to various sophisticated investors introduced to the Company that are not related parties of the Company, being Joy & K Pty Ltd and Xue Cong Yan.
(e) The Company raised $3,500,000 (before costs) from the issue of the Shares and such funds will be used for working capital purposes and exploration.

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

A voting exclusion applies to Resolution 5 in the terms set out in the Notice of Meeting.

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1 CAPACITY)

Please refer to the “Background to Resolutions 5, 6 7 and 8” above, and the Explanatory Memorandum for Resolution 1 for information about Listing Rules 7.1 and 7.4.

Under this Resolution, the Company seeks Shareholder approval for, and ratification of the issue of up to 130,000,000 Shares to sophisticated investors under the remainder of Tranche 1 of the $20 Million Placement to the extent that such Shares are issued out of the Company’s placement capacity under Listing Rule 7.1 between the date of this Notice and the date of the Meeting 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. All of the 130,000,000 Shares remaining under Tranche 1 of the $20 Million Placement will be issued out of the Company’s placement capacity under Listing Rule 7.1 if it is not possible for the Company to utilise capacity available under the placement facility approved by Shareholders as resolution 11 at the general meeting held on 26 February 2019 and the Company cannot issue any of those Shares under its Listing Rule 7.1A capacity due to the minimum issue price requirement in Listing Rule 7.1A.3.

If none of the 130,000,000 Shares under the remainder of Tranche 1 are issued before the date of the Meeting under the Company’s placement capacity under Listing Rule 7.1, this Resolution will be withdrawn.

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

(a) Up to 130,000,000 Shares will be issued in total to a number of sophisticated investors under the remainder of Tranche 1 of the $20 Million Placement under the Company’s placement capacity under Listing Rule 7.1.

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(b) The issue price for the Shares will be $0.05 per Share.
(c) The Shares will all be fully paid ordinary shares in the capital of the Company.
(d) The Shares will have been issued under the $20 Million Placement to various sophisticated investors introduced to the Company that are not related parties of the Company, being Jingmei Wang and Xue Cong Yan (or their nominees).
(e) The Company will raise $6,500,000 (before costs) from the issue of all 130,000,000 Shares and such funds will be used for working capital purposes and exploration.

The Board unanimously recommends that Shareholders vote in favour of Resolution 6.

A voting exclusion applies to Resolution 6 in the terms set out in the Notice of Meeting.

RESOLUTION 7 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1A CAPACITY)

Under this Resolution, the Company seeks Shareholder approval for, and ratification of the issue of up to 12,231,752 Shares to sophisticated investors as part of the remainder of Tranche 1 of the $20 Million Placement to the extent that such Shares are issued out of the Company’s placement capacity under Listing Rule 7.1A between the date of this Notice and the date of the Meeting 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.

Up to 12,231,752 Shares comprising part of the remainder of Shares to be issued under Tranche 1 of the $20 Million Placement may be issued out of the Company’s placement capacity under Listing Rule 7.1A if it is not possible for the Company to utilise capacity available under the placement facility approved by Shareholders as resolution 11 at the general meeting held on 26 February 2019 and if the Company can satisfy the minimum issue price requirement in Listing Rule 7.1A.3. However, if the Company cannot satisfy the minimum issue price requirement in Listing Rule 7.1A.3 and the placement facility referred to above cannot be utilised, all Shares comprising the remainder of the Shares to be issued under Tranche 1 of the $20 Million Placement will be issued out of the Company’s placement capacity under Listing Rule 7.1 (which is the subject of Resolution 5).

If none of the 12,231,752 Shares are issued before the date of the Meeting under the Company’s placement capacity under Listing Rule 7.1A, this Resolution will be withdrawn.

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

(a) Up to 12,231,752 Shares may be issued in total to a number of sophisticated investors as part of the remainder of Tranche 1 of the $20 Million Placement under the Company’s placement capacity under Listing Rule 7.1A.
(b) The issue price for the Shares will be $0.05 per Share.
(c) The Shares will all be fully paid ordinary shares in the capital of the Company.
(d) The Shares will have been issued under the $20 Million Placement to various sophisticated investors introduced to the Company that are not related parties of the Company, being Jingmei Wang and Xue Cong Yan (or their nominees).
(e) The Company will raise $611,587 (before costs) from the issue of all 12,231,752 Shares and such funds will be used for working capital purposes and exploration.

The Board unanimously recommends that Shareholders vote in favour of Resolution 7.

A voting exclusion applies to Resolution 7 in the terms set out in the Notice of Meeting.

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RESOLUTION 8 – ISSUE OF SHARES TO SOPHISTICATED INVESTORS – TRANCHE 2 AND TRANCHE 3

Please refer to the “Background to Resolutions 5, 6 7 and 8” above, and the Explanatory Memorandum for Resolution 1 for information about Listing Rule 7.1.

Under this Resolution, the Company seeks Shareholder approval for the issue of up to 200,000,000 Shares to sophisticated investors under Tranche 2 and Tranche 3 of the $20 Million Placement to the extent that such Shares are not issued between the date of this Notice and the date of the Meeting 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 200,000,000 Shares may be issued.
(b) The Shares will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any waiver or modification of the Listing Rules) and the Shares under each Tranche will be issued in full in accordance with the terms of each subscription agreement relating to Tranche 2 and Tranche 3 of the $20 Million Placement.
(c) The Shares will be issued at $0.05 per Share.
(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 various sophisticated investors introduced to the Company that are not related parties of the Company, being Duanmu Xiao Yi and Chen Hui Yun (or their nominees).
(f) The Company will raise a total of $10,000,000 (before costs) through the issue of the Shares under Tranche 2 and Tranche 3 of the $20 Million Placement and such funds will be used for working capital purposes and exploration.

The Board unanimously recommends that Shareholders vote in favour of Resolution 8.

A voting exclusion applies to Resolution 8 in the terms set out in the Notice of Meeting.

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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 26 April 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

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

Insert name of appointor Company and the name or position of the appointee (e.g. “John Smith” or “each Director of the Company”).
Execute the Certificate following the procedure required by your Constitution or other constituent documents.
Print the name and position (e.g. Director) of each company officer who signs this Certificate on behalf of the company.
Insert the date of execution where indicated.
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.

+

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: [email protected] W: www.securitytransfer.com.au

Code: NTU

Holder Number: «HOLDER_NUM

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Lodge your proxy vote securely at www.securitytransfer.com.au

VOTE

«ONLINE 1. Log into the Investor Centre using your holding details.

ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

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

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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 Friday 26 April 2019 at Level 1, 675 Murray Street, West Perth WA 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 Creditor
2.	Ratification of previous Issue of Shares to Go & Company Ltd
3.	Ratification of previous Issue of Shares to Liu Xiaohua
4.	Ratification of previous Issue of Shares to nominee of Lind Asset Management X, LLC
5.	Ratification of previous Issue of Shares to Sophisticated Investors - Part of Tranche 1
6.	Ratification of previous Issue of Shares to Sophisticated Investors - Remainder of Tranche 1 (If issued under Listing Rule 7.1 Capacity)
7.	Ratification of previous Issue of Shares to Sophisticated Investors - Remainder of Tranche 1 (If issued under Listing Rule 7.1A Capacity)
8.	Issue of Shares to Sophisticated Investors - Tranche 2 and Tranche 3

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 Wednesday 24 April 2019. + NTUPX3230419 1 3 NTU NTUPX3230419

My/Our contact details in case of enquiries are:

Name:

Number:

( )

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 [email protected]

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.

AI assistant

NORTHERN MINERALS LIMITED — Proxy Solicitation & Information Statement 2019

65451_rns_2019-03-26_b0dacc47-3c6e-42a3-88ca-a45bc291cb48.pdf

NORTHERN MINERALS LIMITED ABN 61 119 966 353

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

AT

AGENDA

RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO CREDITOR

RESOLUTION 2 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO GO & COMPANY LTD

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO LIU XIAOHUA

RESOLUTION 4 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NOMINEE OF LIND ASSET MANAGEMENT X, LLC

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – PART OF TRANCHE 1

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1 CAPACITY)

RESOLUTION 7 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1A CAPACITY)

RESOLUTION 8 – ISSUE OF SHARES TO SOPHISTICATED INVESTORS – TRANCHE 2 AND TRANCHE 3

OTHER BUSINESS

CHAIRMAN AND CHAIRMAN’S VOTING INTENTIONS FOR UNDIRECTED PROXIES

SNAPSHOT DATE

PROXIES

CORPORATE REPRESENTATIVE

OTHER

GLOSSARY

EXPLANATORY MEMORANDUM TO SHAREHOLDERS NORTHERN MINERALS LIMITED

ABN 61 119 966 353

BUSINESS OF THE MEETING

RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO CREDITOR

RESOLUTION 2 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO GO & COMPANY LTD

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO LIU XIAOHUA

RESOLUTION 4 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NOMINEE OF LIND ASSET MANAGEMENT X, LLC

BACKGROUND TO RESOLUTIONS 5, 6 7 AND 8

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – PART OF TRANCHE 1

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1 CAPACITY)

RESOLUTION 7 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SOPHISTICATED INVESTORS – REMAINDER OF TRANCHE 1 (IF ISSUED UNDER LISTING RULE 7.1A CAPACITY)

RESOLUTION 8 – ISSUE OF SHARES TO SOPHISTICATED INVESTORS – TRANCHE 2 AND TRANCHE 3

Shareholder Details

Please sign here

Instructions for Completion

+

REGISTERED OFFICE:

SHARE REGISTRY:

PROXY FORM

VOTE

SECTION A: Appointment of Proxy

SECTION B: Voting Directions

SECTION C: Signature of Security Holder(s)

1. NAME AND ADDRESS

2. APPOINTMENT OF A PROXY

3. DIRECTING YOUR PROXY HOW TO VOTE

4. APPOINTMENT OF A SECOND PROXY

5. SIGNING INSTRUCTIONS

6. LODGEMENT OF PROXY

PRIVACY STATEMENT

More from NORTHERN MINERALS LIMITED

NORTHERN MINERALS LIMITED Proxy Solicitation & Information Statement 2019