POWERHOUSE VENTURES LIMITED — Proxy Solicitation & Information Statement 2022

Feb 17, 2022

POWERHOUSE VENTURES LIMITED ARBN 612 076 169

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 12.00 pm DATE : 23 March 2022

PLACE : The safety of our shareholders and staff is our paramount concern, and therefore, in line with State Government regulations and ASIC recommendations during the COVID 19 pandemic, we will hold this General Meeting by way of live video conference. There will be no physical meeting.

Shareholders wishing to follow the instructions provided by Computershare in the notice accompanying this form sent to Shareholders.

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00 pm 21 March 2022

PURPOSE OF THE MEETING

In accordance with its announcement on 4 February 2022 and the Appendix 3B lodged on the same day, the Company completed a private placement of securities, some of which (referred to as “Tranche 2” in the announcement) were made to certain related parties. These Tranche 2 shares require the approval of Shareholders pursuant to the ASX Listing Rules.

In addition, the Company lodged an Appendix 3B on 4 January 2022 concerning the proposed issue of securities in the form of unlisted options to management personnel. The options to be issued are on identical terms to those approved by Shareholders at the Annual General Meeting on 24 November 2021 and issued to Directors.

Resolutions 1-4 concern the issue of securities to related parties (or parties who have otherwise agreed to be issued shares subject to shareholder approval) under the private placement announced on 4 February 2022. Resolutions 5 and 6 concern the issue of unlisted in options in lieu of fees of key management personnel as set out in the Appendix 3B lodged on 4 January 2022.

The Notice of Meeting and Explanatory Statement are important documents and should be read in their entirety. The resolutions to be considered at the Meeting are important and have significant implications for the future of your Company and investment.

If you are unable to attend the Meeting, you are encouraged to complete and return the enclosed Proxy Form by 12pm on 21 March 2022.

The chairman of the meeting intends to vote all undirected proxies in favour of the resolutions.

The Directors recommend Shareholders vote FOR the Resolutions.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF FULLY PAID ORDINARY SHARES TO JAMES KRUGER

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Fully Paid Ordinary Shares to James Kruger (or their nominee) for consideration of $0.10 per share, and subject to receipt by the Company of total consideration of $100,000 from James Kruger (or their nominee)”

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

2. RESOLUTION 2 – ISSUE OF FULLY PAID ORDINARY SHARES TO JOSEPH DEMASE

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,500,000 Fully Paid Ordinary Shares to Joseph Demase (or their nominee) for consideration of $0.10 per share, and subject to receipt by the Company of total consideration of $250,000 from Joseph Demase (or their nominee)”

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

3. RESOLUTION 3 – ISSUE OF FULLY PAID ORDINARY SHARES TO CAPITAL H MANAGEMENT PTY LTD

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Fully Paid Ordinary Shares to Capital H Management Pty Ltd ATF Capital H Fund for consideration of $0.10 per share, and subject to receipt by the Company of total consideration of $200,000 from Capital H Management Pty Ltd”

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

4. RESOLUTION 4 – ISSUE OF FULLY PAID ORDINARY SHARES TO GEOFFREY NICHOLAS

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

“That approval is given for the Company to issue 1,000,000 Fully Paid Ordinary Shares to Geoffrey Nicholas (or their nominee) for consideration of $0.10 per share, and subject to receipt by the Company of total consideration of $100,000 from Geoffrey Nicholas”

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

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5. RESOLUTION 5 – ISSUE OF OPTIONS IN LIEU OF FEES TO MR CAMPBELL HEDLEY

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

“That approval be given for the Company to issue 2,000,000 Options to Mr Campbell Hedley (or their nominee) on the terms and conditions set forth in the Explanatory Statement.”

6. RESOLUTION 6 – ISSUE OF OPTIONS IN LIEU OF FEES TO MR GEOFFREY NICHOLAS

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

“That approval be given for the Company to issue 2,000,000 Options to Mr Geoffrey Nicholas (or their nominee) on the terms and conditions set forth in the Explanatory Statement.”

Dated: 17 February 2022

By order of the Board.

Mr James Kruger Executive Chairman Powerhouse Ventures Limited

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Voting Exclusion Statements

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

Resolution 1 – Issue of	Mr James Kruger (or their nominee) and any other person who will
Shares to Mr James	obtain a material benefit as a result of the issue of the securities (except
Kruger	a benefit solely by reason of being a holder of ordinary securities in the
	Company) or an associate of that person or those persons.
	The Chair maycast anyundirectedproxies in favour of this resolution.
Resolution 2 – Issue of	Mr Joseph Demase (or their nominee) and any other person who will
Shares to Mr Joseph	obtain a material benefit as a result of the issue of the securities (except
Demase	a benefit solely by reason of being a holder of ordinary securities in the
	Company)or an associate of thatperson or thosepersons.
Resolution 3 – Issue of	Capital H Management Pty Ltd, Joshua Baker and any other person
Shares to Capital H	who will obtain a material benefit as a result of the issue of the securities
Management Pty Ltd	(except a benefit solely by reason of being a holder of ordinary
	securities in the Company) or an associate of that person or those
	persons.
Resolution 4 – Issue of	Mr Geoffrey Nicholas (or their nominee) and any other person who will
Shares to Geoffrey	obtain a material benefit as a result of the issue of the securities (except
Nicholas	a benefit solely by reason of being a holder of ordinary securities in the
	Company)or an associate of thatperson or thosepersons.
Resolution 5 – Issue of	Mr Campbell Hedley (or their nominee) and any other person who will
Options to Campbell	obtain a material benefit as a result of the issue of the securities (except
Hedley	a benefit solely by reason of being a holder of ordinary securities in the
	Company) or an associate of that person.
	A vote on this Resolution must not be cast (in any capacity) by or on
	behalf of the following persons:
	• a member of the Key Management Personnel; or
	• a Closely Related Party of such a member.
	However, a person described above may cast a vote on this Resolution
	if, broadly:
	• the person does so as a proxy that specifies how the proxy is to vote
	on the resolution; or
	• the person is the Chair and has been appointed as a proxy (expressly
	or by default):
	- without being directed how to vote on the resolution; and
	- with express authorisation to exercise the proxy even if the
	resolution is connected directly or indirectly with the
	remuneration of a member of the Key Management Personnel;
	and
	• in either case, the vote is not cast on behalf of a person described
	above_._
Resolution 6 – Issue of	Mr Geoffrey Nicholas (or their nominee) and any other person who will
Options to Geoffrey	obtain a material benefit as a result of the issue of the securities (except
Nicholas	a benefit solely by reason of being a holder of ordinary securities in the
	Company) or an associate of that person. Notwithstanding Mr Nicholas
	being a member of the Key Management Personnel, given the express
	authority provided by Shareholders in the proxy form, the Chair may
	cast any undirected proxies in favour of this resolution.
	A vote on this Resolution must not be cast (in any capacity) by or on
	behalf of the following persons:
	• a member of the Key Management Personnel; or
	• a Closely Related Party of such a member.
	However, a person described above may cast a vote on this Resolution
	if, broadly:
	• the person does so as a proxy that specifies how the proxy is to vote
	on the resolution;or

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• the person is the Chair and has been appointed as a proxy (expressly or by default): - without being directed how to vote on the resolution; and - with express authorisation to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and • in either case, the vote is not cast on behalf of a person described above .

Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

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

Any undirected proxies will be cast by the Chair in favour of Resolutions 1-4. Resolutions 5 and 6 are related to the remuneration of Key Management Personnel, pursuant to Section 250BD of the Corporations Act 2001 - by submitting a proxy form, Shareholders provide their express authority for the Chair to cast undirected proxies in favour of these resolutions.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 438 527 955 .

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EXPLANATORY STATEMENT

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

1. RESOLUTIONS 1 TO 3 – ISSUE OF FULLY PAID ORDINARY SHARES

1.1 General

The Company conducted a private placement of securities to sophisticated and institutional investors to raise a total sum of $2,600,000 (before costs) as announced on 4 February 2022. Tranche 2 of the placement was placed to Related Parties of the Company as defined in ASX Listing Rule 10.1, and as such requires Shareholder Approval pursuant to ASX Listing Rule 10.11.

The parties identified in the Resolutions participated in the placement on the same terms as other participating investors, and will be required to pay the full consideration of $0.10 per share to acquire the shares. As such, the shares are issued on Arm’s Length Terms and member approval is not required under Chapter 2E of the Corporations Act 2001.

1.2 Listing Rule 7.1

The issue of securities contemplated by Resolutions 1 to 3 are exempt from Listing Rule 7.1 under Exception 14 in Listing Rule 7.2.

Exception 14:

An issue of securities made with the approval of the holders of the entity’s ordinary securities under rule 10.11

1.2. Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1	a relatedparty;
10.11.2	a person who is, or was at any time in the 6 months before the issue
	or agreement,a substantial(30%+)holder in the company;
10.11.3	a person who is, or was at any time in the 6 months before the issue
	or agreement, a substantial (10%+) holder in the company and
	who has nominated a director to the board of the company
	pursuant to a relevant agreement which gives them a right or
	expectation to do so;
10.11.4	an associate of a person referred to in Listing Rules 10.11.1 to
	10.11.3;or
10.11.5	a person whose relationship with the company or a person referred
	to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the
	issue or agreement should be approved byits shareholders,

1.3 Technical information required by Listing Rule 14.1A

If Resolutions 1-3 are passed, the Company will be able to proceed with the issue of the Shares to the Related Parties. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares (because approval is being obtained under Listing Rule 10.11),

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the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolution 1 -3 are not passed, the Company will not be able to proceed with the issue of the Shares and the Company will not raise $550,000.

1.4 Listing Rule 10.12 – Exceptions to Listing Rule 10.11

A Company must not issue securities to a party defined in Listing Rule 10.11 unless such an issue is under an Exception set out in Listing Rule 10.12. The issuance of securities contemplated in Resolutions 1-3 are made pursuant to Exception 11 in Listing Rule 12 .

Exception 11

An agreement to issue securities that is conditional on the holders of the entity’s ordinary securities approving the issue under rule 10.11 before the issue is made. If an entity relies on this exception it must not issue the securities without such approval.

1.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 1 - 3:

• a. the Shares will be issued to the following persons:

• i. Mr James Kruger (or their nominee) pursuant to Resolution 1;

• ii. Mr Joseph Demase (or their nominee) pursuant to Resolution 2;

• iii. Capital H Management Pty Ltd ATF Capital H Fund pursuant to Resolution 3

each of Mr Kruger and Mr Demase fall within the category set out in Listing Rule 10.11.1 by virtue of being Directors of the Company. Capital H Management Pty Ltd falls within the category set out in Listing Rule 10.11.4 by virtue of being an associate of Mr Joshua Baker, Director.

b. the maximum number of Shares to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 5,500,000 Shares for consideration of $0.10 per Share comprising:

• i. 1,000,000 Shares to Mr James Kruger (or his nominee) pursuant to Resolution 1;

• ii. 2,500,000 Shares to Mr Joseph Demase (or his nominee) pursuant to Resolution 2;

• iii. 2,000,000 Shares to Capital H Management ATF Capital H Fund pursuant to Resolution 3;

d. the Shares will be issued upon receipt from the relevant Related Party of the consideration for the Shares. The consideration for the Shares, and the completion of the Share issuance, will take place within 1 month of the date of the approval, or the approval to issue Shares will lapse.

• e. the issue price of the Shares will be $0.10 per Share.

• f. the Shares are issued for the purpose of raising capital, which is to be deployed by the Company in accordance with the announcement of 4 February 2022

g. the Shares are Fully Paid Ordinary Shares, issued to Related Parties who participated in a private placement of Shares. The Shares are issued on Arms Length Terms for the same price as those issued to other participants in the private placement.

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h. the number of Shares to be issued to each of the Related Parties has been determined based upon consideration of the subscription in the private placement by other Shareholders, and the price such Shareholders were prepared to pay for the Shares.

The Related Parties are precluded from voting in respect of certain resolutions as further particularised in the voting exclusion statement above.

2. RESOLUTION 4 – ISSUE OF FULLY PAID ORDINARY SHARES

1.1 General

Mr Nicholas is not a Related Party for the purposes of ASX Listing Rule 10.11, however it was agreed shares would be placed subject to Shareholder approval.

If Resolution 4 is passed, the Company will be able to proceed with the issue of Shares to Mr Nicholas as an approved issue, and the issue of Shares will not use up any of the Company’s capacity to issue securities under Listing Rules 7.1 and 7.1A

If Resolution 4 is not passed, the Company will proceed with the issue utilising its capacity to issue securities without Shareholder approval under Listing Rule 7.1 or Listing Rule 7.1A.

1.2 Listing Rules 7.1-7.3

The issue of securities contemplated by Resolutions 4 is exempt from Listing Rule 7.1 under Exception 17 of Listing Rule 7.2.

Exception 17:

An agreement to issue equity securities that is conditional on the holders of the entity’s ordinary securities approving the issue under rule 7.1 before the issue is made. If an entity relies on this exception, it must not issue the equity securities without such approval.

In respect of further information required under Listing Rule 7.3:

• a. 1,000,000 Shares will be issued to Mr Geoffrey Nicholas (or their nominee) pursuant to Resolution 4;

• b. the maximum number of Fully Paid Ordinary Shares to be issued is 1,000,000 Shares c. the Shares will only be issued upon receipt of full consideration from Mr Nicholas, but in any case, no later than 30 days after the receipt of Shareholder approval.

• d. The Shares will be issued at a price of $0.10 per Share, for total consideration of $100,000

• e. The Shares are to be issued as part of a private placement of securities, the proceeds of which will be used by the company to fund working capital and investment activities as further set out in the announcement of 4 February 2022

• f. Mr Nicholas is precluded from voting in respect of the resolution as further particularised in the voting exclusion statement above.

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3. RESOLUTIONS 5 AND 6 – ISSUE OF OPTIONS IN LIEU OF FEES

1.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue:

• a. subject to Resolution 5, 2,000,000 Options to Campbell Hedley (or his nominee);

• b. subject to Resolution 6, 2,000,000 Options to Geoffrey Nicholas (or his nominee).

• on the terms and conditions set out below.

Each of the Options that are being issued to the Parties are exercisable at $0.11 on or before 31 December 2023 and are subject to certain vesting conditions as detailed in Section 3 of Schedule 1 below. The Options have identical conditions to those issued to Directors after approval of Shareholders on 24 November 2021.

The Parties have agreed to receive Options in lieu of receiving cash fees for this financial year. The Company may, upon review of the workload of Mr Hedley or Mr Nicholas during the current financial year, agree to pay for additional services in cash where the services performed exceed those contemplated in the agreement between the parties.

1.2 Listing Rules 7.1-7.3

The issue of securities contemplated by Resolutions 4 is exempt from Listing Rule 7.1 under Exception 17 of Listing Rule 7.2.

Exception 17:

An agreement to issue equity securities that is conditional on the holders of the entity’s ordinary securities approving the issue under rule 7.1 before the issue is made. If an entity relies on this exception, it must not issue the equity securities without such approval.

In respect of further information required under Listing Rule 7.3:

• a. The Options will be issued to the following persons:

• 2,000,000 Options will be issued to Mr Campbell Hedley (or their nominee) pursuant to Resolution 5

2,000,000 Options will be issued to Mr Geoffrey Nicholas (or their nominee) pursuant to Resolution 6

• b. The Company will issue a total of 4,000,000 of Options over Ordinary Shares, the material terms of which are further set out in Schedule 1.

• c. The Options will be issued to Mr Hedley and Mr Nicholas within 14 days of the approval of Shareholders.

• d. The Options are being issued in lieu of fees, and no cash consideration will be received from the recipients at the time of issue of the Options.

• e. Mr Hedley and Mr Nicholas have entered into service agreements with the Company under which they have agreed to provide the services of General Counsel/Company Secretary and Chief Financial Officer respectively. The

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presumption is that the parties will receive Options in lieu of cash consideration for services provider, however under the terms of the agreement the Company may, upon review of the workload of Mr Hedley or Mr Nicholas during the current financial year, agree to pay for additional services in cash where the services performed exceed those contemplated in the agreement between the parties.

Mr Hedley (in respect of Resolution 5) and Mr Nicholas (in respect of Resolution 6) are precluded from voting in respect of the resolution as further particularised in the voting exclusion statement above.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price

Subject to paragraph 12, the amount payable upon exercise of each Option will be $0.11 ( Exercise Price ).

3. Vesting condition

The Options only vest and are exercisable if:

a. the Optionholder remains an employee, consultant or officer of the Company; b. prior to the Expiry Date (as defined below), the volume weighted average price of the Shares over a 20 consecutive trading day period is in excess of A$0.20 per Share, ( Vesting Condition ).

The Board may not waive the Vesting Condition in whole or in part at any time.

4. Expiry Date

Each Option will expire at 5:00pm (AEDT) on 31 December 2023 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

5. Exercise Period

Once the Vesting Condition is satisfied, the Options are exercisable at any time and from time to time on or prior to the Expiry Date ( Exercise Period ).

6. Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate or as otherwise agreed with the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

7. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

8. Timing of issue of Shares on exercise

Within 5 Business Days after the Exercise Date, the Company will:

• a. allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• b. give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• c. if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under for any reason is not effective, to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

9. Shares issued on exercise

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Shares issued on exercise of the Options rank equally with the then issued Shares of the Company.

10. Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of the holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

11. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

12. Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

13. Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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GLOSSARY

$ means Australian dollars unless specified otherwise.

7.1A Mandate means the authority provided by Shareholders to issue Shares in the Company pursuant to Listing Rule 7.1A

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Powerhouse Ventures Limited (ARBN 612 076 169).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

EDST means Eastern Daylight Saving Time as observed in Melbourne, New South Wales.

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Powerhouse Ventures Limited

ARBN 612 076 169

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

Powerhouse Ventures Limited General Meeting

The Powerhouse Ventures Limited General Meeting will be held on Wednesday, 23 March at 12:00pm (AEDT). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 13 654 9

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 12:00pm (AEDT) Monday 21 March 2022.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MJSA5AC

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

Samples/000001/000001

Powerhouse Ventures Limited

Need assistance?

ARBN 612 076 169

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 12:00pm (AEDT) on Monday, 21 March 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Powerhouse Ventures Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Powerhouse Ventures Limited to be held as a virtual meeting on Wednesday, 23 March 2022 at 12:00pm (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 5 and 6 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 5 and 6 by marking the appropriate box in step 2.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Issue of Fully Paid Ordinary Shares to James Kruger
Resolution	2	Issue of Fully Paid Ordinary Shares to Joseph Demase
Resolution	3	Issue of Fully Paid Ordinary Shares to Capital H Management Pty Ltd
Resolution	4	Issue of Fully Paid Ordinary Shares to Geoffrey Nicholas
Resolution	5	Issue of Options in lieu of fees to Mr Campbell Hedley
Resolution	6	Issue of Options in lieu of fees to Mr Geoffrey Nicholas

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
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Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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