QEM Limited ACN 167 966 770

Notice of General Meeting

The General Meeting of the Company will be held at at Suite 6A, Level 6, 50 Appel Street, Surfers Paradise, Queensland on Friday, 24 September 2021 at 10:00am (AEST).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from a suitably qualified professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary, David Palumbo, by telephone on +61 8 9481 0389.

Shareholders are encouraged to vote by lodging the proxy form attached to the Notice

QEM Limited ACN 167 966 770 (Company)

Notice of General Meeting

Notice is given that the general meeting of QEM Limited will be held at Suite 6A, Level 6, 50 Appel Street, Surfers Paradise, Queensland on 24 September 2021 at 10:00am (AEST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Resolutions

Resolution 1 – Ratification of prior issue of Employee Options

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

'That the issue of 250,000 Options to an employee of the Company, is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 – Ratification of prior issue of Placement Shares

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

'That the issue of 9,556,666 Placement Shares at $0.15 per Share to raise approximately $1,433,499.90 is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Approval to issue Placement Shares to Director

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That the issue of up to 3,866,667 Placement Shares to Mr David Fitch (or his nominee) is approved under and for the purposes of Listing Rule 10.11 on the terms and conditions in the Explanatory Memorandum.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

(a) Resolution 1 by or on behalf of Ms Joanne Bergamin and any of her associates;
(b) Resolution 2 by or on behalf of any person who participated in the issue of 9,556,666 Placement Shares, or any of their respective associates;
(c) Resolution 3 by or on behalf of Mr David Fitch who is to receive 3,866,667 Placement Shares and any other person who will obtain a material benefit as a result of the issue of the 3,866,667 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
- (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Shares held by or for an employee incentive scheme must only be voted on a Resolution under the Listing Rules if and to the extent that they are held for the benefit of a nominated participant in the scheme; the nominated participant is not excluded from voting on the Resolution under the Listing Rules; and the nominated participant has directed how the Shares are to be voted.

BY ORDER OF THE BOARD

David Palumbo Company Secretary QEM Limited Dated: 23 August 2021

QEM Limited ACN 167 966 770 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 6A, Level 6, 50 Appel Street, Surfers Paradise, Queensland on Friday, 24 September 2021 at 10:00am (AEST) (Meeting).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes information about the following to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Resolution 1 – Ratification of prior issue of Employee Options
Section 4Error!Reference sourcenot found.	Resolution 2 – Ratification of prior issue of Placement Shares
Section 5	Resolution 3 – Approval to issue Placement Shares to Director
Schedule 1	Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

If the situation in relation to COVID-19 were to change in a way that affects the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

2.2 Voting in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company will implement arrangements to allow Shareholders to physically attend the Meeting in accordance with COVID-19 protocols and government advice.

The Company will strictly comply with applicable limitations on indoor gatherings in force at the time of the Meeting. If you attend the Meeting in person, you will be required to adhere to COVID-19 protocols in place at the time of the Meeting.

2.3 Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in the Notice) voting at the Meeting in person.

Please note that:

(a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a Shareholder; and
(c) a Shareholder 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:00am (AEST) on Wednesday, 22 September 2021, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.4 Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

Subject to the following paragraph, if the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on any of the Resolutions 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 if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

3. Resolution 1 – Ratification of prior issue of Employee Options

3.1 General

On 31 March 2021, the Company issued Ms Joanne Bergamin (an employee of the Company) 250,000 unquoted Options exercisable at $0.20 each on or before 31 March 2023 with no vesting or performance conditions (Employee Options).

The Employee Options were issued within the 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

Resolution 1 seeks the approval of Shareholders to ratify the issue of the Employee Options under and for the purposes of Listing Rule 7.4.

3.2 Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further Equity Securities without shareholder approval under Listing Rule 7.1.

The issue of Employee Options does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12 month period following the issue of the Employee Options.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 1 seeks Shareholder approval to the issue of the Employee Options under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the issue of the Employee Options will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Employee Options.

If Resolution 1 is not passed, the Employee Options will be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining Shareholder approval over the 12 month period following the issue of those Employee Options.

3.3 Specific information required by Listing Rule 7.5

Under and for the purposes of Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Employee Options:

(a) a total of 250,000 Employee Options were issued on 31 March 2021 to Ms Joanne Bergamin who is an employee of the Company;
(b) the Employee Options are exercisable at $0.20 each on or before 31 March 2023. The Employee Options do not have any vesting or performance conditions and were otherwise issued on standard terms and conditions for unquoted options;
(c) the Employee Options were issued for nil cash consideration. Accordingly, no funds were raised from the issue; and
(d) a voting exclusion statement is included in the Notice.

3.4 Board recommendation

Resolution 1 is an ordinary resolution.

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

4. Resolution 2 – Ratification of prior issue of Placement Shares

4.1 General

On 4 August 2021, the Company announced that it had received binding commitments for a placement to raise $2,013,500 before costs (Placement) by the issue of Shares at $0.15 each (Placement Shares) to sophisticated and professional investors (Placement Participants).

Company Director Mr David Fitch intends to participate in the Placement and has agreed to subscribe for 3,866,667 Placement Shares to raise $580,000. Mr Fitch's participation is the subject of Resolution 3.

On 10 August 2021, the Company issued 9,556,666 Placement Shares to unrelated Placement Participants using the Company's placement capacity under Listing Rule 7.1 to raise $1,433,499.90 (before costs).

Resolution 2 seeks approval of the Shareholders to ratify the issue of 9,556,666 Placement Shares to the unrelated Placement Participants under and for the purposes of Listing Rule 7.4.

4.2 Listing Rules 7.1 and 7.4

The issue of 9,556,666 Placement Shares to unrelated Placement Participants does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12 month period following the issue of the Placement Shares to unrelated Placement Participants.

To this end, Resolution 2 seeks Shareholder approval to the issue of 9,556,666 Placement Shares under and for the purposes of Listing Rule 7.4.

If Resolution 2 is passed, the issue of 9,556,666 Placement Shares to unrelated Placement Participants will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Placement Shares.

If Resolution 2 is not passed, the Placement Shares to unrelated Placement Participants will be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining Shareholder approval over the 12 month period following the issue of those Placement Shares.

4.3 Specific information required by Listing Rule 7.5

Under and for the purposes of Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

(a) 9,556,666 Placement Shares were issued to the unrelated Placement Participants, being sophisticated and professional investors to whom a disclosure document does not need to be provided under the Corporations Act, and who are clients of the joint lead managers to the Placement, Fresh Equities Pty Ltd and Viriathus Capital Pty Ltd;
(b) none of the Placement Participants is a related party of the Company, with the exception of Mr David Fitch. The Company is seeking Shareholder approval separately for Mr Fitch to participate in the Placement under Resolution 3.
(c) a total of 9,556,666 Placement Shares were issued on 10 August 2021;
(d) the Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(e) the Placement Shares were issued at $0.15 per Share;
(f) the proceeds from the issue of the Placement Shares are intended to be used towards the construction of an oil and vanadium pilot plant and additional wind and solar studies, as well as for costs of the Placement and general working capital;
(g) there are no additional material terms with respect to the agreements for the issue of the Placement Shares; and
(h) a voting exclusion statement is included in the Notice.

4.4 Board recommendation

Resolution 2 is an ordinary resolution.

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

5. Resolution 3 – Approval to issue Placement Shares to Director

5.1 General

Mr David Fitch is a non-executive director of the Company (the Related Party Participant) and wishes to participate in the Placement, subject to Shareholder approval being obtained.

Resolution 3 seeks the approval of Shareholders for the issue of up to 3,866,667 Shares to the Related Party Participant (or his nominee) arising from his participation in the Placement (Participation) under and for the purposes of Listing Rule 10.11.

5.2 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:

(a) a related party (Listing Rule 10.11.1);
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) 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 (Listing Rule 10.11.3);
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
(e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

The proposed issue of Shares to the Related Party Participant (or his nominee) falls within Listing Rule 10.11.1 and do not fall within any of the exceptions in Listing Rule 10.12. That proposed issue therefore requires the approval of Shareholders under Listing Rule 10.11.

If Resolution 3 is passed, the Company will be able to proceed with the issue of 3,866,667 Placement Shares to the Related Party Participant (or his nominee) and the Company will raise up to a total of $580,000 from the Related Party Participant (or his nominee).

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of 3,866,667 Placement Shares to the Related Party Participant (or his nominee) and the Company may need to raise additional funds through debt financing, joint ventures, licensing arrangements or other means. Failure to obtain sufficient financing for the Company's activities and projects may result in delay and indefinite postponement. In turn, this could

affect the Company's ability to operate as a going concern. There can be no assurance that additional finance will be available when needed or, if available, that the terms of the financing will be favourable to the Company.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of 3,866,667 Placement Shares to the Related Party Participant will not be included under the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

5.3 Specific information required by Listing Rule 10.13

Under and for the purposes of Listing Rule 10.13, the following information is provided in relation to the proposed Participation:

(a) the 3,866,667 Placement Shares will be issued to Director Mr David Fitch (or his nominee);
(b) Mr David Fitch is a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.11.1. In the event the 3,866,667 Placement Shares are issued to a nominee of the Related Party Participant, that person will fall into the category stipulated by Listing Rule 10.11.4;
(c) the maximum number of Placement Shares to be issued to the Related Party Participant (or his nominee) is 3,866,667;
(d) the 3,866,667 Placement Shares 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 3,866,667 Placement Shares will be issued to the Related Party Participant (or his nominee) no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(f) the issue price will be $0.15 per Share, being the same issue price as all other Shares issued under the Placement;
(g) the funds raised will be used for the same purposes as all other funds raised under the Placement (as set out in Section 4.3(f));
(h) the Participation is not intended to remunerate or incentivise the Related Party Participant;
(i) there are no additional material terms with respect to the agreements for the proposed issue of the 3,866,667 Placement Shares; and
(j) a voting exclusion statement is included in the Notice.

5.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

(a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and the Related Party Participant is a related party of the Company by virtue of being Directors.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to the Related Party Participant on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

5.5 Board recommendation

Resolution 3 is an ordinary resolution.

The Board (other than Mr David Fitch who has a material personal interest in the outcome of the Resolution) recommends that Shareholders vote in favour of Resolution 3.

Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$		means Australian Dollars.
AEST	Queensland.	means Eastern Standard Time, being the time in Surfers Paradise,
ASX		means the ASX Limited (ABN 98 008 624 691) and, where the contextpermits, the Australian Securities Exchange operated by ASX Limited.
Board		means the board of Directors.
Chair		means the person appointed to chair the Meeting of the Companyconvened by the Notice.
Closely Related Party	means:
	(a)	a spouse or child of the member; or
	(b)	has the meaning given in section 9 of the Corporations Act.
Company		means QEM Limited (ACN 167 966 770).
Corporations Act		means the Corporations Act 2001 (Cth).
Director		means a director of the Company.
Employee Options		has the meaning given in Section 3.1.
Equity Security		has the same meaning as in the Listing Rules.
ExplanatoryMemorandum		means the explanatory memorandum which forms part of the Notice.
Key ManagementPersonnel		has the same meaning as in the accounting standards issued by theAustralian Accounting Standards Board and means those personshaving authority and responsibility for planning, directing and controllingthe activities of the Company, or if the Company is part of aconsolidated entity, of the consolidated entity, directly or indirectly,including any Director (whether executive or otherwise) of the Company,or if the Company is part of a consolidated entity, of an entity within theconsolidated group.
Listing Rules		means the listing rules of ASX.
Meeting		has the meaning given in the introductory paragraph of the Notice.
Notice		means this notice of general meeting.
Option		means an option to acquire a Share.

Participation	has the meaning given in Section 5.1.
Placement	has the meaning given in Section 4.1.
Placement Participants	means the sophisticated professional investors who participated in thePlacement.
Placement Shares	means up to 13,423,333 Shares to be issued at $0.15 each to thePlacement Participants under the Placement, which are the subject ofResolution 2 and Resolution 3.
Proxy Form	means the proxy form attached to the Notice.
Related Party	means Mr David Fitch for the purposes of Resolution 3.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including shares, optionsand/or performance rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.

			STEP 1 - How to vote
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and the contract of the contract of the contract of the contract of the contract of the contract of the contract of	.	the contract of the contract of the contract of the contract of the contract of the contract of the contract of	.

Resolutions		For	Against	Abstain
Ratification of prior issue of Employee Options
Ratification of prior issue of Placement Shares
Approval to issue Placement Shares to Director
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

Individual or Securityholder 1	Securityholder 2	Securityholder 3

Sole Director and Sole Company SecretaryContact Name:	Director	Director / Company Secretary	OEM

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).

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QEM LIMITED Proxy Solicitation & Information Statement 2021

65644_rns_2021-08-22_bb8285a1-1b55-44c6-bbae-61d6a35c5ca2.pdf

QEM Limited ACN 167 966 770

Notice of General Meeting

The General Meeting of the Company will be held at at Suite 6A, Level 6, 50 Appel Street, Surfers Paradise, Queensland on Friday, 24 September 2021 at 10:00am (AEST).

QEM Limited ACN 167 966 770 (Company)

Notice of General Meeting