PACIFIC LIME AND CEMENT LIMITED — Proxy Solicitation & Information Statement 2022

Mar 28, 2022

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Mayur Resources Limited | ABN 36 619 770 277

Proxy Voting Form

If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

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Holder Number:

Your proxy voting instruction must be received by 11.00am (Brisbane time) on Monday, 11[th] April 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah

or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic:

PHONE:

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

VIRTUAL PARTICIPATION AT THE AGM:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

COMPLETE AND RETURN THIS FORM AS INSTRUCTED ONLY IF YOU DO NOT VOTE ONLINE I/We being a Shareholder entitled to attend and vote at the General Meeting of Mayur Resources Limited, to be held at 11.00 am (Brisbane time) on Wednesday, 13[th] April 2022 hereby: Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

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The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

Resolutions For Against Abstain

1. Approval of disposal of interest in Mayur Iron PNG Ltd with no offer to shareholders

2. Approval to issue Shares to Related Party – Mr Charles Fear

3. Approval to issue Shares to Related Party – Mr Tim Crossley

4. Ratification of Previous Allotment of Shares Under a Placement

5. Approval of in specie distribution of shares in Ortus Resources to Shareholders

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Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
Sign Here + Contact Details
STEP 3:
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MAYUR RESOURCES LIMITED

(the “Company”) (Incorporated in the Republic of Singapore) Registration No. 201114015W ARBN 619 770 277

SUPPLEMENTARY NOTICE OF GENERAL MEETING

This supplementary Notice of General Meeting relates to the General Meeting of the Company ( Meeting ) to be conducted in an on-line format on Wednesday 13 April 2022, at 11.00 am Brisbane, Queensland time .

The Company is not proposing to change the date or time of the Meeting given the previous notice of meeting was given on 28 days' notice although the minimum notice period required is 14 days' notice in accordance with the constitution of the Company.

You should read this document in conjunction with the Company's Notice of General Meeting dated 15 March 2022. Defined terms used in this notice have the same meaning as in the Notice of General Meeting unless otherwise specified.

Supplementary Notice of General Meeting

The Company wishes, by this Supplementary Notice, to add an additional Resolution 5 to its Notice of General Meeting dated 15 March 2022.

1. Approval of in specie distribution of shares in Ortus Resources Limited to Shareholders

Resolution 5:

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

”That, conditional on the passing of Resolution 1 and subject to the recommendation of the Board made in accordance with the constitution of the Company and Singapore law, for the purposes of regulations 132 and 138 of the constitution of the Company, approval is given for the proposed in specie distribution on or after the IPO of all or part of the fully paid ordinary shares in the capital of Ortus Resources Limited held by Mayur Iron PNG Pte Ltd (a wholly owned subsidiary of the Company) to the Shareholders on a pro rata basis such that on or after the occurrence of the IPO, each Shareholder will receive that number of shares in Ortus Resources Limited in proportion to its shareholding in the Company at the time the in specie distribution is declared by the Company, on the terms and conditions set out in the Explanatory Memorandum (including the Supplementary Explanatory Memorandum)."

Supplementary Explanatory Memorandum

The Company wishes to add the following to the Explanatory Memorandum to its Notice of General Meeting dated 15 March 2022

1. Resolution 1 – Approval of sale of Interest in the Orokolo Bay Industrial Sands Project with no offer to Shareholders

The definition of "Spin Out" in the Explanatory Memorandum is amended to include the possibility of a proposed in specie distribution (in any number of separate distributions) on or after the occurrence of the IPO of all of part of the fully paid ordinary shares in the capital of Ortus Resources held by MIPP to the Shareholders ( Ortus Resources Shares ) on a pro rata basis such that on or after the occurrence of the IPO, each Shareholder will receive that number of Ortus Resources Shares in proportion to its shareholding in the Company at the time of the in specie distribution is declared by the Company, subject to the recommendation of the Board and compliance with Singapore laws ( In Specie Distribution ).

2. Resolution 5 – Approval of in specie distribution of shares in Ortus Resources to Shareholders

Regulation 132 of the constitution of the Company ( Constitution ) provides that:

(a) the Company in a general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors; and

(b) the timing and payment and method of payment of any dividend must be in accordance with the Constitution and the Listing Rules.

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Regulation 138 of the Constitution provides that any general meeting declaring a dividend may direct payment of such dividend wholly or partly by the distribution of specific assets and in particular of paid-up shares of any other company or in any one or more of such ways and the directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient, and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Shareholders upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors.

Resolution 5 seeks Shareholder approval for the In Specie Distribution for the purposes of regulations 132 and 138 of the Constitution and is conditional on the passing of Resolution 1 and subject to the recommendation of the Board made in accordance with the Constitution and Singapore law.

Notes:

This notice is supplementary to and does not affect the validity of the Company's Notice of General Meeting dated 15 March 2022. A revised proxy form is attached for those Shareholders who wish to vote on this additional Resolution 5.

As was set out in the Notice of General Meeting, the Meeting will be held virtually. There will not be a physical meeting where Shareholders can attend.

Further details of how Shareholders can attend and participate in the Meeting are set out in the Notice of General Meeting.

DATED: 29 March 2022

By order of the Board.

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Mr Charles Fear Chairman

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