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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 FEBRUARY 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.

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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 February 2019.

AGENDA

RESOLUTION 1 – 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 8,814,103 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).

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 CONVERTIBLE NOTES TO JHY INVESTMENTS PTY 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 4,000,000 convertible notes (convertible into a maximum of 66,666,667 Shares) to JHY Investments Pty 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 JHY Investments Pty Ltd, or any of its associates (as defined in the Listing Rules).

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF OPTIONS TO JHY INVESTMENTS

PTY 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 10,000,000 Options to JHY Investments Pty 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 JHY Investments Pty Ltd, or any of its associates (as defined in the Listing Rules).

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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 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – 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 11,111,111 Shares to NRE Industrial Group Limited (or its nominee) under the NRE Subscription Agreement to the extent that such Shares are issued 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 NRE Industrial Group Limited (or its nominee), or any of their associates (as defined in the Listing Rules).

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 2

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

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO MS JINGMEI WANG

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 22,222,222 Shares to Ms Jingmei Wang (or her nominee) to the extent that such Shares are issued 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 Ms Jingmei Wang (or her nominee), or any of their associates (as defined in the Listing Rules).

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RESOLUTION 7 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 1 AND TRANCHE 2

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 22,222,222 Shares to NRE Industrial Group Limited (or its nominee), to the extent that such Shares are not issued 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 NRE Industrial Group Limited (or its nominee), or any person 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.

RESOLUTION 8 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 3 AND

TRANCHE 4

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 218,181,818 Shares to NRE Industrial Group Limited (or its nominee), for the purposes and on the terms set out in the Explanatory Memorandum.”

RESOLUTION 9 – ISSUE OF SHARES TO MS JINGMEI WANG

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 22,222,222 Shares to Ms Jingmei Wang (or her nominee), to the extent that such Shares are not issued 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 Ms Jingmei Wang (or her nominee), or any person who will obtain a material benefit as a

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result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their associates.

RESOLUTION 10 – ISSUE OF SHARES TO 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 7.1, and for all other purposes, Shareholders approve the issue of up to 65,000,000 Shares to Lind Asset Management X, LLC (or its 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 Lind Asset Management X, LLC (or its nominee), or any person 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.

RESOLUTION 11 – ISSUE OF FUTURE PLACEMENT SHARES

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 $15,000,000 worth of Shares at an issue price per Share of not less than 80% of the VWAMP for Shares calculated over the last 5 days on which sales in Shares were recorded before the day on which the new Shares are issued, to sophisticated investors, employees or suppliers of the Company, 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 any 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.

RESOLUTION 12 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SINOSTEEL EQUIPMENT AND ENGINEERING CO. 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 10,000,000 Shares to Sinosteel Equipment and Engineering Co. Ltd, for the purposes and on the terms set out in the Explanatory Memorandum.”

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Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Sinosteel Equipment and Engineering Co. Ltd, or any of its associates (as defined in the Listing Rules).

RESOLUTION 13 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO PRIMERO GROUP 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 15,000,000 Shares to Primero Group 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 Primero Group Ltd, or any of its associates (as defined in the Listing Rules).

RESOLUTION 14 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO CREDITORS

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 5,900,000 Shares to various creditors of the Company (being Belinda M Jones and GEE WA Pt Ltd) 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 M Jones, GEE WA Pty Ltd, or any of their associates (as defined in the Listing Rules).

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

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Meeting is at 4.00pm (Perth time) on 24 February 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.

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.

VOTING PROHIBITION BY PROXY HOLDERS (REMUNERATION OF KEY MANAGEMENT

PERSONNEL)

To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 11 if the person is either a member of Key

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Management Personnel or a Closely Related Party of such a member and the appointment does not specify the way the proxy is to vote on the Resolution. However, the proxy may vote if the proxy is the chair and the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

If the chair is appointed as your proxy and you have not specified the way the chair is to vote on Resolution 11 by signing and returning the Proxy Form, you are considered to have provided the chair with an express authorisation for the chair to vote the proxy in accordance with the chair’s intention, even though the Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

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 9.

Dated 23 January 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.

Closely Related Party has the meaning given to that term in section 9 of the Corporations Act.

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).

December Announcement has the meaning given in the Explanatory Memorandum for Resolution 2.

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.

Funding Agreement has the meaning given in the Explanatory Memorandum for Resolution 1.

Future Placement Shares has the meaning given in the Explanatory Memorandum for Resolution 11.

JHY has the meaning given in the Explanatory Memorandum for Resolution 2.

JHY Subscription Agreement has the meaning given in the Explanatory Memorandum for Resolution 2.

Key Management Personnel is a member of the key management personnel as disclosed in the remuneration report of the Company contained in the annual Directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities for the year ended 30 June 2018, or any other person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director.

Lind has the meaning given in the Explanatory Memorandum for Resolution 1.

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.

NRE Subscription Agreement has the meaning given in the Explanatory Memorandum under the heading “Background to Resolutions 4, 5, 7 and 8”.

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

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Option means an unquoted option to subscribe for a Share.

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.

VWAMP means volume weighted average market price, as defined in the Listing Rules.

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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 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 in relation to repayment obligations under the 6 convertible notes issued to Lind in relation to the $11 million drawdown under the Funding Agreement.

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.

In relation to the 6 convertible notes referred to above, the Company issued 8,814,103 Shares to Citicorp Nominees Pty Limited (as nominee for Lind) on 22 November 2018 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) 8,814,103 Shares were issued in total.
(b) The issue price for the Shares was $0.065 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 1.

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

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RESOLUTION 2 – RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES TO JHY INVESTMENTS PTY LTD

The Company refers to its announcement dated 17 December 2018 ( December Announcement ) in relation to the subscription agreement entered into with JHY investments Pty Ltd ( JHY ) for the issue of 4,000,000 convertible notes over two separate tranches ( JHY Subscription Agreement ). The first tranche of 3,500,000 convertible notes and the second tranche of 500,000 convertible notes under the JHY Subscription Agreement have both been completed with the respective notes issued to JHY.

The notes each have a face value of A$1.00 per note, a maturity date of 31 December 2019 and a conversion price of $0.06 per Share. Interest is payable at a rate of 16.0% per annum, accruing daily and payable monthly in immediately available funds on the face value of the notes from the date the notes were issued (being 18 December 2018 for the first tranche of 3,500,000 notes and 17 January 2019 for the second tranche of 500,000 notes) until the earlier of the date the note is converted into shares and the maturity date.

The 4,000,000 notes are convertible into a maximum of 66,666,667 Shares.

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

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

Under this Resolution, the Company seeks approval from Shareholders for, and ratification of, the issue of the 4,000,000 convertible notes to JHY (convertible into a maximum of 66,666,667 Shares) under Listing Rule 7.1 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 7.5 requires the following specific information to be provided to Shareholders in relation to this Resolution:

(a) 4,000,000 convertible notes were issued to JHY (convertible into a maximum of 66,666,667 Shares).
(b) Each convertible note has a face value of A$1.00.
(c) The key terms of the convertible notes are set out above and in the December Announcement. Additional terms of the convertible notes are set out in Annexure 1.
(d) The convertible notes were issued to JHY. JHY is not a related party of the Company.
(e) The Company raised $4,000,000 (before costs) through the issue of the convertible notes (as detailed above). The funds raised will be utilised for ongoing working capital purposes.

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 OPTIONS TO JHY INVESTMENTS PTY LTD

The Company refers to the December Announcement and the JHY Subscription Agreement as described in the Explanatory Memorandum to Resolution 2.

Under the JHY Subscription Agreement, the Company has granted JHY 10,000,000 Options, each exercisable at $0.09 per Share with an expiry date of 31 December 2019.

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

Under this Resolution, the Company seeks approval from Shareholders for, and ratification of, the issue of the 10,000,000 Options to JHY under Listing Rule 7.1 on 18 December 2018 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.

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

(a) 10,000,000 Options were issued to JHY.
(b) The Options were issued for a nil issue price.
(c) The key terms of the Options are set out above and in the December Announcement. Additional terms of the Options are set out in Annexure 2.
(d) The Options were issued to JHY. JHY is not a related party of the Company.
(e) The Company did not raise any funds through the issue of the Options. However, if all Options are ultimately exercised, the Company will raise $900,000 (before costs) which will be used to progress development of the Company’s projects and for 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.

BACKGROUND TO RESOLUTIONS 4, 5, 7 AND 8

The Company refers to its announcement dated 15 October 2018 ( Announcement ) in relation to the $25 million subscription agreement ( NRE Subscription Agreement ) entered into between the Company and NRE Industrial Group Limited ( NRE ). NRE is not a related party of the Company.

As set out in the Announcement, the $25 million subscription amount is comprised of four tranches, as detailed below:

Tranche	Subscription Shares	Issue Price per	Subscription Amount	Proposed Completion Date
		Share
Tranche 1	11,111,111	$0.09	$1,000,000	15 October 2018
Tranche 2	11,111,111	$0.09	$1,000,000	31 October 2018
Tranche 3	100,000,000	$0.10	$10,000,000	30 November 2018
Tranche 4	118,181,818	$0.11	$13,000,000	31 December 2018
Total	240,404,040		$25,000,000

All completion dates for the respective tranches have passed due to the Company being informed by NRE that NRE is experiencing delays in receiving regulatory approvals in the People’s Republic of China for the subscription. The Company refers to its announcements dated 1 November 2018, 15 November 2018 and 17 December 2018 in this regard.

Accordingly, none of the above tranches have been completed. However, the Company notes that it has received the subscription amount for Tranche 1 but the Tranche 1 Shares have not yet been issued due to delays in NRE confirming which nominee it wishes to nominate for the purpose of the subscription. The Company is working with NRE to complete each Tranche under the NRE Subscription Agreement as soon as possible.

The subscription for Shares under Tranche 3 and Tranche 4 is subject to obtaining Shareholder approval and the satisfaction of a number of other conditions precedent (as described in the Announcement). Shareholder approval for Tranche 3 and Tranche 4 was obtained at the Company’s 2018 Annual General Meeting which was held on 30 November 2018 and such approval will expire on 28 February 2019 in accordance with Listing Rule 7.3.2. Accordingly, fresh Shareholder approval is sought by the Company under Resolution 8 for the issue of up to 218,181,818 Shares under Tranche 3

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and Tranche 4 of the NRE Subscription Agreement to account for any further delays in the completion of these Tranches.

RESOLUTION 4 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 1

Please refer to the “Background to Resolutions 4, 5, 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 Shareholders approval for, and ratification of, the issue of 11,111,111 Shares to NRE or its nominee under Tranche 1 of the NRE Subscription Agreement under Listing Rule 7.1 to the extent that such Shares are 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. If these Shares are not issued before the date of the Meeting, 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) 11,111,111 Shares will be issued to NRE or its nominee under Tranche 1 of the NRE Subscription Agreement.
(b) The issue price for the Shares will be $0.09 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 NRE Subscription Agreement to NRE or its nominee.
(e) The Company will raise $1,000,000 (before costs) from the issue of the Shares and such funds will be used to progress development of the Company’s Browns Range Heavy Rare Earth Pilot Plant Project, to accelerate the Company’s enhancement initiatives for Browns Range, for exploration efforts at Browns Range and for general working capital.

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.

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 2

Please refer to the “Background to Resolutions 4, 5, 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 Shareholders approval for, and ratification of, the issue of 11,111,111 Shares to NRE or its nominee under Tranche 2 of the NRE Subscription Agreement under Listing Rule 7.1 to the extent that such Shares are 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. If these Shares are not issued before the date of the Meeting, 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) 11,111,111 Shares will be issued to NRE or its nominee under Tranche 2 of the NRE Subscription Agreement.
(b) The issue price for the Shares will be $0.09 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 NRE Subscription Agreement to NRE or its nominee.
(e) The Company will raise $1,000,000 (before costs) from the issue of the Shares and such funds will be used to progress development of the Company’s Browns Range Heavy Rare Earth Pilot

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Plant Project, to accelerate the Company’s enhancement initiatives for Browns Range, for exploration efforts at Browns Range and for general working capital.

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 MS JINGMEI WANG

Please refer to the Company’s announcement dated 15 October 2018 in relation to the $2 million subscription agreement entered into with a sophisticated investor, being Ms Jingmei Wang, and to Resolution 1 for information about Listing Rules 7.1 and 7.4. Ms Jingmei Wang is not a related party of the Company.

As stated in the Company’s announcement, the subscription funds of $2 million were to be received by the Company by 31 October 2018 which will result in the issue of 22,222,222 Shares at an issue price of $0.09 per Share. However, the Company has been informed by Ms Jingmei Wang that there have been delays relating to the transfer of funds out of the People’s Republic of China for the transaction. Accordingly, the transaction has not yet completed and the Company is working with Ms Jingmei Wang to complete this transaction as soon as possible.

Under this Resolution, the Company seeks Shareholder approval for, and ratification of, the issue of 22,222,222 Shares under the subscription agreement referred to above, under Listing Rule 7.1 to the extent that such Shares are 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. If these Shares are not issued before the date of the Meeting, 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) 22,222,222 Shares will be issued.
(b) The issue price for the Shares will be $0.09 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 subscription agreement referred to above to Ms Jingmei Wang (a sophisticated investor) or her nominee.
(e) The Company will raise $2,000,000 (before costs) from the issue of Shares and such funds will be used to progress development of the Company’s Browns Range Heavy Rare Earth Pilot Plant Project, to accelerate the Company’s enhancement initiatives for Browns Range, for exploration efforts at Browns Range and for general working capital.

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 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 1 AND TRANCHE 2

Please refer to the “Background to Resolutions 4, 5, 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 22,222,222 Shares to NRE (or its nominee) under Tranche 1 and Tranche 2 of the NRE Subscription Agreement 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. If these Shares are issued before the date of the Meeting, this Resolution will be withdrawn.

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

(a) Up to 22,222,222 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 the NRE Subscription Agreement.
(c)
The Shares will be issued at $0.09 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 NRE (or its nominee).
(f) The Company will raise a total of $2 million (before costs) through the issue of the Shares under Tranche 1 and Tranche 2 and such funds will be used to progress development of the Company’s Browns Range Heavy Rare Earth Pilot Plant Project, to accelerate the Company’s enhancement initiatives for Browns Range, for exploration efforts at Browns Range and for general working capital.

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.

RESOLUTION 8 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 3 AND TRANCHE 4

Please refer to the “Background to Resolutions 4, 5, 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 218,181,818 Shares to NRE (or its nominee) under Tranche 3 and Tranche 4 of the NRE Subscription Agreement 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 218,181,818 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 the NRE Subscription Agreement.
(c) 100,000,000 Shares will be issued at $0.10 per Share under Tranche 3 of the NRE Subscription Agreement and 118,181,818 Shares will be issued at $0.11 per Share under Tranche 4 of the NRE Subscription Agreement.
(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 NRE (or its nominee).
(f) The Company will raise a total of $23 million (before costs) through the issue of the Shares under Tranche 3 and Tranche 4 and such funds will be used to progress development of the Company’s Browns Range Heavy Rare Earth Pilot Plant Project, to accelerate the Company’s enhancement initiatives for Browns Range, for exploration efforts at Browns Range and for general working capital.

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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RESOLUTION 9 – ISSUE OF SHARES TO MS JINGMEI WANG

Please refer to the Explanatory Memorandum for Resolution 6 for information about the subscription agreement with Ms Jingmei Wang and to the Explanatory Memorandum for Resolution 1 for information about Listing Rule 7.1.Ms Jingmei Wang is not a related party of the Company.

Under this Resolution, the Company seeks Shareholder approval for the issue of 22,222,222 Shares to Ms Jingmei Wang (or her nominee) under the subscription agreement between the Company and Ms Jingmei Wang 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. If these Shares are issued before the date of the Meeting, this Resolution will be withdrawn.

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

(a) 22,222,222 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 will be issued in full in accordance with the terms of the subscription agreement.
(c) The Shares will be issued at $0.09 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 Ms Jingmei Wang (or her nominee).
(f) The Company will raise a total of $2 million (before costs) through the issue of the Shares under this transaction and such funds will be used to progress development of the Company’s Browns Range Heavy Rare Earth Pilot Plant Project, to accelerate the Company’s enhancement initiatives for Browns Range, for exploration efforts at Browns Range and for general working capital.

The Board unanimously recommends that Shareholders vote in favour of Resolution 9.

A voting exclusion applies to Resolution 9 in the terms set out in the Notice of Meeting.

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RESOLUTION 10 – ISSUE OF SHARES TO LIND ASSET MANAGEMENT X, LLC

The Company refers to the Funding Agreement (referred to in the Explanatory Memorandum for Resolution 1) and to its announcement dated 23 April 2018.

This Resolution relates to the 6 convertible notes issued to Lind in relation to the $11 million drawdown under the Funding Agreement.

These 6 convertible notes were not issued with a maximum number of Shares concept applied to them (or a floor price limiting the issue price on conversion) and accordingly, the Company is seeking the prior approval of Shareholders for the issue of Shares to Lind (or its nominee) to satisfy upcoming conversions in relation to these convertible notes to preserve its placement capacity under Listing Rule 7.1 (to the extent possible). See the Company’s announcement dated 23 April 2018 for further information.

For the duration of the term of these 6 convertible notes (being 30 months from the date each note was issued), the Company will be required to repay the face value of each amount drawn down under the Funding Agreement by issuing Shares up to that amount, or in cash, in accordance with the terms of the Funding Agreement.

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). If approval is obtained under Listing Rule 7.1 for an issue of Shares, those Shares must be issued within 3 months of the date of that approval (unless a waiver from ASX is obtained).

The Company anticipates that over the next 3 months, it may be required to issue up to 65 million Shares to Lind (or its nominee) under the Funding Agreement to satisfy its repayment obligations in relation to these notes.

Accordingly, under this Resolution, the Company seeks Shareholder approval for the issue of up to 65 million Shares to Lind (or its 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.

Given the longer term nature of the Funding Agreement, the Company may seek similar approvals from Shareholders at future general meetings (if required).

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

(a) Up to 65 million 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 will be issued as and when required during that period in accordance with the terms of the Funding Agreement.
(c) The Shares will be issued at a price determined under the Funding Agreement. Shares will only be issued under this Resolution if their issue price as calculated under the Funding Agreement is at least 80% of the VWAMP for Shares calculated over the last 5 days on which sales in Shares were recorded before the day on which the issue is made. If the issue price as calculated under the Funding Agreement is less than that minimum price, the Shares will still be issued (to the extent the Company has placement capacity available) but will not fall within the approval under this Resolution. For example, if the 5 day VWAMP for Shares is $0.055 but the issue price as calculated under the Funding Agreement is $0.05, then the Shares will be issued pursuant to the approval sought under this Resolution. However, if the issue price as calculated under the Funding Agreement is $0.04, then the Company will still issue the Shares (to the extent it has placement capacity available) but the issue will not fall within the approval sought under this Resolution. If the Company does not have any placement capacity available to issue the relevant Shares, the repayment obligation will be settled in cash. If 5,000,000 Shares are issued under this Resolution, Shareholders will be diluted by approximately 0.40% (based on the number of Shares on issue as at the date of this Notice). If 65,000,000 Shares are issued under this Resolution (which is the maximum amount that could be issued), Shareholders will be diluted by approximately 4.96% (based on the number of Shares on issue as at the date of this Notice).

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(d) The Shares to be 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.
(e) The Shares will be issued to Lind (or its nominee).
(f) The Company will not raise any funds through the issue of the Shares, but the issue will satisfy obligations of the Company to repay amounts drawn down under the Funding Agreement.

The Board unanimously recommends that Shareholders vote in favour of Resolution 10.

A voting exclusion applies to Resolution 10 in the terms set out in the Notice of Meeting.

RESOLUTION 11 – ISSUE OF FUTURE PLACEMENT SHARES

Resolution 11 seeks Shareholder approval for the proposed issue of up to $15,000,000 worth of new Shares ( Future Placement Shares ) at an issue price per Share of not less than 80% of the VWAMP for Shares calculated over the last 5 days on which sales in Shares were recorded before the day on which the Future Placement Shares are issued. Future Placement Shares may be issued to various:

sophisticated or professional investors who are not related parties of the company;
employees of the Company (other than directors of the Company) who consent to being issued Shares in lieu of cash remuneration owed to them; and
suppliers of the Company who consent to being issued Shares in lieu of cash consideration for goods supplied by them or services rendered by them,

in each case where the recipient falls within one or more classes of disclosure exemption as specified in section 708 of the Corporations Act.

At this stage the Company has not committed to undertaking any issue of Future Placement Shares, nor the price at which Future Placement Shares may be issued. However, pursuant to Resolution 11 the Company is seeking the approval of Shareholders to provide it with flexibility to raise or conserve cash by issuing Future Placement Shares at its discretion up to a value of $15,000,000, 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. The Company may seek similar approvals from Shareholders at future general meetings (if required).

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

(a) The maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $15,000,000. By way of example, at an issue price of $0.039, being 80% of the closing price on 14 January 2019, the maximum number of Future Placement Shares that could be issued pursuant to Resolution 11 is 384,615,385 Shares. By way of a further example, if the issue price was $0.042, the maximum number of Future Placement Shares that could be issued pursuant to Resolution 11 would be 357,142,857, and if the issue price was $0.030, the maximum number of Future Placement Shares that could be issued pursuant to Resolution 11 would be 500,000,000.
(b) The Future Placement Shares will be issued progressively as various subscribers are identified or as employees or suppliers agree to accept Shares in lieu of cash owed to them. In any event, however, no Future Placement Shares will be issued 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).
(c) The Future Placement Shares will be issued at a price to be determined by the Directors which, in each case, will be at least 80% of the VWAMP for Shares calculated over the last 5 days on

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which sales in Shares were recorded before the day on which the Future Placement Shares are issued.

(d) The Shares to be issued will be fully paid ordinary shares in the capital of the Company.
(e) The recipients of the Future Placement Shares have not yet been identified but will be within the categories of investors, employees and suppliers as described above.
(f) If the Company raises further funds by issuing Future Placement Shares to sophisticated or professional investors, the Company intends to use the funds raised from the issue to fund ongoing development of the Company’s Browns Range Heavy Rare Earth Pilot Plant, for acquisition of new assets or investments (including expenses associated with such acquisition), for continued exploration at the Browns Range, John Galt and Boulder Ridge projects, for scoping and feasibility study expenditure on the Company’s current assets and/or for general working capital. If the company issues Future Placement Shares to employees or suppliers of the Company, the Company will not raise any funds through the issue of such Shares, but the issue will satisfy obligations of the Company to pay amounts owed to those employees and/or suppliers.

The Board unanimously recommends that Shareholders vote in favour of Resolution 11.

A voting exclusion applies to Resolution 11 in the terms set out in the Notice of Meeting. As there are currently no investors who have committed to subscribing for Future Placement Shares, and no employees or suppliers who have agreed to be paid in Shares in lieu of cash, the Company is not currently aware of any person who will be excluded from voting on Resolution 11.

RESOLUTION 12 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SINOSTEEL EQUIPMENT AND ENGINEERING CO. LTD

Please refer to 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 10,000,000 Shares to Sinosteel Equipment and Engineering Co. Ltd on 14 January 2019 as part of a Deed of Settlement and Release for the completion of the Browns Range Processing Plant. 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) 10,000,000 Shares were issued.
(b) The Shares were issued for a nil issue price. The closing price of Shares on the date of issue was $0.049 per Share.
(c) The Shares were fully paid ordinary shares in the capital of the Company.
(d) The Shares were issued to Sinosteel Equipment and Engineering Co. Ltd. Sinosteel Equipment and Engineering Co. Ltd 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 of a Deed of Settlement and Release for the completion of the Browns Range Processing Plant.

The Board unanimously recommends that Shareholders vote in favour of Resolution 12.

A voting exclusion applies to Resolution 12 in the terms set out in the Notice of Meeting.

RESOLUTION 13 –RATIFICATION OF PREVIOUS ISSUE OF SHARES TO PRIMERO GROUP LTD

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

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Under this Resolution, the Company seeks Shareholder approval for, and ratification of, the issue of 15,000,000 Shares to Primero Group Ltd on 14 January 2019 as part of a Deed of Settlement and Release for the completion of the Browns Range Processing Plant. 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) 15,000,000 Shares were issued. These Shares will be held in escrow until 31 March 2019.
(b) The Shares were issued for a nil issue price. The closing price of Shares on the date of issue was $0.049 per Share.
(c) The Shares were fully paid ordinary shares in the capital of the Company.
(d) The Shares were issued to Primero Group Ltd. Primero Group Ltd 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 of a Deed of Settlement and Release for the completion of the Browns Range Processing Plant.

The Board unanimously recommends that Shareholders vote in favour of Resolution 13.

A voting exclusion applies to Resolution 13 in the terms set out in the Notice of Meeting.

RESOLUTION 14 –RATIFICATION OF PREVIOUS ISSUE OF SHARES TO CREDITORS

Please refer to 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 5,900,000 Shares to various creditors of the Company (being Belinda M Jones and GEE WA Pty Ltd) 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 7.5 requires the following specific information to be provided to Shareholders in relation to this Resolution:

(a) 5,900,000 Shares were issued (3,100,000 Shares to GEE WA Pty Ltd and 2,800,000 Shares to Belinda M Jones).
(b) The Shares were issued for a deemed 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 various creditors of the Company (being Belinda M Jones and GEE WA Pty Ltd, neither of whom are related parties 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 various creditors (being Belinda M Jones and GEE WA Pty Ltd) for services rendered.

The Board unanimously recommends that Shareholders vote in favour of Resolution 14.

A voting exclusion applies to Resolution 14 in the terms set out in the Notice of Meeting.

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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 $A0.06 per Share.

Conversion Right has the meaning given in clause 2.2(a) of these Terms.

Event of Default means any one of the following events:

(a) an Insolvency Event occurring;
(b) the Company being in breach of the JHY Subscription Agreement 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;
(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

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(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 16% per annum.

Maturity Date means 31 December 2019.

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 the Notes 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 300,000 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 300,000 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 ), 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.
(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 66,666,667 Shares.

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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 and interest and any other amounts owed under the Note to the Subscriber on the 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 JHY Subscription Agreement.

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 JHY Subscription Agreement.

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.

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.

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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 No Transfer

The Notes are not transferable and any purported transfer of the notes is void.

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.

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Annexure 2 – Option Terms

1 Entitlement

Subject to adjustment in accordance with these terms and conditions, each Option entitles the Subscriber to subscribe for one (1) unissued Share upon payment of the Exercise Price (as defined below) before the Expiry Date (as defined below).

2 Exercise Price

The exercise price of each Option is $0.09 ( Exercise Price ).

3 Expiry Date

An Option is exercisable at any time after the date of issue and on or before 5:00pm (Perth time) on 31 December 2019 ( Expiry Date ). Options that are not exercised by the Expiry Date shall lapse.

4 Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5 Minimum number of Options exercised

The Subscriber may exercise any number of Options at any one time, provided that the Subscriber may not exercise less than 1,000 Options at any one time, unless the Subscriber has less than 1,000 Options in which case the Subscriber, if it elects to exercise its Options, must exercise all its Options together.

6 Shares issued on exercise

Shares issued on exercise of the Options rank equally with the Shares of the Company on issue. On exercise of the Options and the issue of Shares, the option holder agrees to become a member of the Company and be bound by the Constitution of the Company.

7 Quotation of shares on exercise

Application will be made by the Company to ASX for official quotation of Shares issued upon the exercise of the Options.

8 Certificate

A certificate or holding statement will be issued for the Options.

9 Timing of issue of Shares

After an Option is validly exercised, the Company must as soon as possible:

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(a) issue the Share; and
(b) do all such acts matters and things to obtain the grant of quotation for the Share on ASX no later than 10 Business Days from the date of exercise of the Option.

10 Participation in new issues

An option holder may participate in new issues of equity securities to holders of Shares if and to the extent that:

(a) an Option has been exercised; and
(b) a Share has been issued in respect of the exercise before the record date for determining entitlements to the new issue.

A holder of Options does not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the ASX Listing Rules, provide option holders with notice prior to the record date to determine entitlement to any new issue of securities made to shareholders generally, in accordance with the requirements of the ASX Listing Rules.

11 Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares to existing shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

12 Adjustment for rights issue

If the Company makes a pro-rata issue of Shares to existing Shareholders (other than a bonus issue), the Exercise Price of an Option will be reduced according to the following formula:

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New exercise price = O -

O = the old Exercise Price of the Option
E = the Number of underlying Shares into which one (1) Option is exercisable
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro-rata issue.

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D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro-rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one (1) new Share.

13 Adjustments for reorganisation

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

14 Exercise instructions

Cheques shall be in Australian currency made payable to the Company and crossed “Not Negotiable”. The application for Shares on exercise of Options with the appropriate remittance should be lodged at the Company’s share registry.

15 Voting and dividend rights

The Options carry no rights to vote at a meeting of Shareholders, and no rights to dividends.

16 No quotation

The Options will not be quoted on ASX.

17 No transfer

The Options are not transferable and any purported transfer of the Options is void.

This page has been left blank intentionally.

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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 February 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.

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: [email protected] 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.

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

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 Tuesday 26 February 2019 at Level 1, 675 Murray Street, West Perth, Western Australia 6005 and at any adjournment of that meeting.

Important for Resolution 11: If the Chairperson of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairperson to exercise the proxy in respect of Resolution 11, even though Resolution 11 is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel.

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	RESOLUTION
1.	Ratification of previous issue of Shares to Nominee of Lind Asset Management X, LLC	8.	Issue of Shares to NRE Industrial Group Limited - Tranche 3 and Tranche 4
2.	Ratification of previous issue of Convertible Notes to JHY Investments Pty Ltd	9.	Issue of Shares to Ms Jingmei Wang
3.	Ratification of previous issue of Options to JHY Investments Pty Ltd	10.	Issue of Shares to Lind Asset Management X, LLC
4.	Ratification of previous issue of Shares to NRE Industrial Group Limited - Tranche 1	11.	Issue of Future Placement Shares
5.	Ratification of previous issue of Shares to NRE Industrial Group Limited - Tranche 2	12.	Ratification of previous issue of Shares to Sinosteel Equipment and Engineering Co. Ltd
6.	Ratification of previous issue of Shares to Ms Jingmei Wang	13.	Ratification of previous issue of Shares to Primero Group Ltd
7.	Issue of Shares to NRE Industrial Group Limited - Tranche 1 and Tranche 2	14.	Ratification of previous Issue of Shares to Creditors

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 Sunday 24 February 2019.

NTUPX2200219

NTUPX2200219

NTU

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_2019-01-24_8bf60c57-4e88-4766-a49a-9a95794976d5.pdf

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

10.00AM (PERTH TIME), 26 FEBRUARY 2019

AT

LEVEL 1 675 MURRAY STREET WEST PERTH WESTERN AUSTRALIA 6005

AGENDA

RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NOMINEE OF LIND ASSET MANAGEMENT X, LLC

RESOLUTION 2 – RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES TO JHY INVESTMENTS PTY LTD

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF OPTIONS TO JHY INVESTMENTS

PTY LTD

RESOLUTION 4 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 1

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 2

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO MS JINGMEI WANG

RESOLUTION 7 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 1 AND TRANCHE 2

RESOLUTION 8 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 3 AND

TRANCHE 4

RESOLUTION 9 – ISSUE OF SHARES TO MS JINGMEI WANG

RESOLUTION 10 – ISSUE OF SHARES TO LIND ASSET MANAGEMENT X, LLC

RESOLUTION 11 – ISSUE OF FUTURE PLACEMENT SHARES

RESOLUTION 12 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SINOSTEEL EQUIPMENT AND ENGINEERING CO. LTD

RESOLUTION 13 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO PRIMERO GROUP LTD

RESOLUTION 14 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO CREDITORS

OTHER BUSINESS

CHAIRMAN AND CHAIRMAN’S VOTING INTENTIONS FOR UNDIRECTED PROXIES

SNAPSHOT DATE

PROXIES

CORPORATE REPRESENTATIVE

VOTING PROHIBITION BY PROXY HOLDERS (REMUNERATION OF KEY MANAGEMENT

PERSONNEL)

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 NOMINEE OF LIND ASSET MANAGEMENT X, LLC

RESOLUTION 2 – RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES TO JHY INVESTMENTS PTY LTD

RESOLUTION 3 – RATIFICATION OF PREVIOUS ISSUE OF OPTIONS TO JHY INVESTMENTS PTY LTD

BACKGROUND TO RESOLUTIONS 4, 5, 7 AND 8

RESOLUTION 4 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 1

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 2

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO MS JINGMEI WANG

RESOLUTION 7 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 1 AND TRANCHE 2

RESOLUTION 8 – ISSUE OF SHARES TO NRE INDUSTRIAL GROUP LIMITED – TRANCHE 3 AND TRANCHE 4

RESOLUTION 9 – ISSUE OF SHARES TO MS JINGMEI WANG

RESOLUTION 10 – ISSUE OF SHARES TO LIND ASSET MANAGEMENT X, LLC

RESOLUTION 11 – ISSUE OF FUTURE PLACEMENT SHARES

RESOLUTION 12 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO SINOSTEEL EQUIPMENT AND ENGINEERING CO. LTD

RESOLUTION 13 –RATIFICATION OF PREVIOUS ISSUE OF SHARES TO PRIMERO GROUP LTD

RESOLUTION 14 –RATIFICATION OF PREVIOUS ISSUE OF SHARES TO CREDITORS

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

1 Definitions and Interpretation

2 Conversion

2.1 Conversion Right

2.2 Conversion procedure

2.3 Maximum number of Shares on conversion

3 Redemption by the Company

4 Redemption by Subscriber

5 Interest

6 Shares to rank equally

7 No Company Interest

8 No Quotation

9 No Transfer

10 Notification

Annexure 2 – Option Terms

1 Entitlement

2 Exercise Price

3 Expiry Date

4 Notice of Exercise

5 Minimum number of Options exercised

6 Shares issued on exercise

7 Quotation of shares on exercise

8 Certificate

9 Timing of issue of Shares

10 Participation in new issues

NORTHERN MINERALS LIMITED Proxy Solicitation & Information Statement 2019