6 October 2021

ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

Dear Shareholder

Ragnar Metals Limited (ASX:RAG) (Company) is convening an Annual General Meeting of shareholders to be held on Friday, 5 November 2021 at 9:00am (WST) at Level 3, 35 Outram Street, West Perth WA 6005 (Meeting).

In accordance with amendments to the Corporations Act in August 2021, the Company will not be dispatching physical copies of the Notice of Annual General Meeting (Notice). Instead, a copy of the Notice is available at the following link https://www.ragnarmetals.com.au/asx-announcements, and has also been lodged on the Australian Securities Exchange (ASX), and should be read in its entirety prior to voting.

You may vote by attending the Meeting in person, by proxy or by appointing an authorised representative.

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 it by the time and in accordance with the instructions set out in 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 two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Proxy Forms must be received by 9:00am (WST) on Wednesday, 3 November 2021.

Details on how to lodge your Proxy Form can be found in the enclosed Proxy Form.

Should you wish to discuss the matters in the Notice of Meeting, please contact the Company Secretary by telephone at +61 8 6245 2050.

If COVID-19 social distancing restrictions change prior to the Meeting, the Company will advise via an ASX announcement as to any changes in the manner in which the Meeting will be held and as to whether shareholders will still be able to attend in person and participate in the usual way.

Yours faithfully

Jessamyn Lyons COMPANY SECRETARY Ragnar Metals Limited ACN 108 560 069

Notice of Annual General Meeting

Notice is given that the Meeting will be held at:

Time: 9:00am

Date: 5 November 2021

Place: Level 3 35 Outram Street WEST PERTH WA 6005

Due to current COVID-19 restrictions, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at [email protected] at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made.

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 7:00pm (Sydney time) on 3 November 2021.

Agenda

1. Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report.

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2021."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
- (i) does not specify the way the proxy is to vote on this Resolution; and
- (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Director – Ariel (Edward) King

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

"That, for the purposes of clause 14.2 of the Constitution, and for all other purposes, Mr Ariel (Edward) King, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. Resolution 3 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

5. Resolution 4 – Enable the issue of Performance Rights under an Employee Incentive Scheme – Ragnar Metals Performance Rights Plan

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

"That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given to enable the Company to issue Performance Rights under the employee incentive scheme titled Ragnar Metals Performance Rights Plan, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who is eligible to participate in the Ragnar Metals Performance Rights Plan, or any associates of those persons.

Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
- (i) a member of the Key Management Personnel; or
- (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

6. Resolution 5 – Approval to issue Options to a Related Party – Eddie King

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

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Eddie King (or his nominee(s)) 4,000,000 Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Eddie King (or his nominee(s)), or an associate of those persons.

Voting Prohibition Statement: In accordance with section 224 of the Corporations Act, a vote on this Resolution may not be cast (in any capacity) by or on behalf of a related party of the company to whom the Resolution would permit a financial benefit be given or any of their associates (Restricted Party). However, a Restricted Party may cast a vote on the Resolution as a proxy if they are appointed as a proxy by writing that specifies the way the proxy is to vote and the vote is not cast on behalf of any Restricted Party.

In addition, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
- (i) a member of the Key Management Personnel; or
- (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, provided the Chair is not a Restricted Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

7. Resolution 6 – Approval to issue Options to a Related Party – Steve Formica

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

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Steve Formica (or his nominee(s)) 4,000,000 Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Steve Formica (or his nominee(s)), or an associate of those persons.

In addition, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
- (i) a member of the Key Management Personnel; or
- (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, provided the Chair is not a Restricted Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

8. Resolution 7 – Approval to issue Options to a Related Party – David Wheeler

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

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to David Wheeler (or his nominee(s)) 1,500,000 Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of David Wheeler (or his nominee(s)), or an associate of those persons.

In addition, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
- (i) a member of the Key Management Personnel; or
- (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, provided the Chair is not a Restricted Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

9. Resolution 8 – Approval to issue Options to Company Secretary

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue to Jessamyn Lyons (or her nominee(s)) 500,000 Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Jessamyn Lyons (or her nominee(s)), or any person who may obtain a benefit (other than a benefit solely by reason of being a Shareholder) if the resolution is passed, or an associate of those persons.

Dated: 1 October 2021

By order of the Board

Jessamyn Lyons Company Secretary

Voting exclusion statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) provided the chair is not a Restricted Party in respect of the relevant Resolution (refer to Resolutions 5 to 7), the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, 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.

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:

(a) each Shareholder has a right to appoint a proxy;
(b) the proxy need not be a Shareholder of the Company; and
(c) 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:

(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6245 2050.

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. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at www.ragnarmetals.com.au.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

The vote on Resolution 1 is advisory only and does not bind the Company or its directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company's future remuneration policies and practices.

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. Resolution 2 – Re-election of Director – Ariel (Edward) King

3.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Ariel Edward King, who has served as a director since 10 February 2017 and was last elected on 22 November 2018 retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr King holds a Bachelor of Commerce and Bachelor of Engineering (Mining Systems) from The University of Western Australia. Mr King's past experience includes being Manager for an investment banking firm, where he specialised in the technical and financial requirements of bulk commodity and other resource projects for investment and acquisition.

Mr King also acts as a director of M3 Mining Limited (ASX: M3M), Eastern Iron Limited (ASX: EFE) and Queensland Pacific Metals Limited (ASX: QPM). He was a former director of Six Sigma Metals Limited (ASX: SI6), Aston Minerals Limited (ASX: ASO) formerly known as European Cobalt Limited (ASX: EUC), ECS Botanics Holdings Limited (ASX: ECS) formerly known as Axxis Technology Group (ASX: AYG), Sultan Resources Limited (ASX: SLZ), Bowen Coking Coal Limited (ASX: BCB) and Lindian Resources Limited (ASX: LIN).

3.3 Independence

The Board considers that Mr King is not an independent director.

3.4 Board recommendation

The Board supports the re-election of Mr King and recommends that Shareholders vote in favour of Resolution 2.

4. Resolution 3 – Approval of 10% Placement Capacity

4.1 General

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 securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An "eligible entity" means an entity which is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less at the date of the Meeting. The Company is an eligible entity for these purposes as at the date of this Notice.

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval (Additional Issuance Capacity).

If Resolution 3 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Board considers it is in the Company's best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Issuance Capacity if Shareholders approve Resolution 3. The Board unanimously recommend that Shareholders vote in favour of Resolution 3.

The information below provides more background on ASX Listing Rule 7.1A and the disclosure required by ASX Listing Rule 7.3A.

4.2 Description of ASX Listing Rule 7.1A

(a) Securities which may be issued under the Additional Issuance Capacity

Under the Additional Issuance Capacity, the Company must issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the Company has on issue two classes of quoted Equity Securities, being fully paid ordinary shares (ASX Code: RAG) and options exercisable at $0.04 each on or before 19 May 2023 (ASX Code: RAGOC).

(b) Minimum issue price

The issue price of each Equity Security issued under the Additional Issuance Capacity must be no less than 75% of the volume weighted average price for the securities in that class, calculated over the 15 ASX trading days on which trades of securities in that class were recorded immediately before:

(i) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or
(ii) if the securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.

The Company will disclose this information when Equity Securities are issued under the Additional Issuance Capacity.

(c) Period for which approval will be valid

Shareholder approval of the Additional Issuance Capacity will be valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting; or
(ii) the time and date of the Company's next annual general meeting;
(iii) if the Company receives Shareholder approval for a proposed transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking), the time and date of that approval.

(Additional Issuance Period).

(d) Dilution risks

If Equity Securities are issued under the Additional Issuance Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

(i) the market price for Equity Securities in the class of securities issued under the Additional Issuance Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 3 is approved); and
(ii) the Equity Securities may be issued under the Additional Issuance Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, as at 23 August 2021.

The table also shows:

(i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue as at 23 August 2021. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at 23 August 2021.

Number of Shares onIssue (Variable 'A' in		Dilution
ASX Listing Rule7.1A2)*	IssuePrice(perShare)	0.02150% decrease inIssue Price	0.042Issue Price	0.06350% increase inIssue Price
344,184,889 (CurrentVariable A)	Sharesissued -10%votingdilution	34,418,488 Shares	34,418,488 Shares	34,418,488 Shares
	FundsRaised	$722,788	$1,445,576	$2,168,364
516,277,333 (50%increase in Variable A)	Sharesissued– 10%votingdilution	51,627,733 Shares	51,627,733 Shares	51,627,733 Shares
	FundsRaised	$1,084,182	$2,168,364	$3,252,547
688,369,778 (100%increase in Variable A)	Sharesissued– 10%votingdilution	68,836,977 Shares	68,836,977 Shares	68,836,977 Shares
	FundsRaised	$1,445,576	$2,891,153	$4,336,729

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that

do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 344,184,889 Shares on issue.
1. The issue price set out above is the closing price of the Shares on the ASX on 23 August 2021.
1. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
1. The issue of Equity Securities under the Additional Issuance Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

(e) Purpose of issue under Additional Issuance Capacity

The Company may issue Equity Securities under the Additional Issuance Capacity to raise cash to fund the following:

(i) general working capital expenses;
(ii) activities associated with its current assets;
(iii) repayment of debt; or
(iv) the acquisition of new assets and investments (including any expenses associated with such an acquisition).

The Company will comply with the disclosure required by ASX Listing Rule 7.1A.4 on issue of any Equity Securities issued pursuant to the approval sought by Resolution 3.

(f) Allocation policy under Additional Issuance Capacity

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Issuance Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional Issuance Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

(i) prevailing market conditions;
(ii) the purpose for the issue of the Equity Securities;
(iii) the financial situation and solvency of the Company;
(iv) impacts of the placement on control;
(v) other methods of raising capital; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company.

(g) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 30 November 2020 (Previous Approval).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

4.3 Voting exclusion

At the time of dispatching this Notice, the Company is not proposing to make an issue of Equity Securities under the Additional Issuance Capacity, and a voting exclusion statement is therefore not included in this Notice.

5. Resolution 4 – Enable the issue of Performance Rights under an Employee Incentive Scheme – Ragnar Metals Performance Rights Plan

5.1 General

The Company proposes to implement an employee incentive scheme titled 'Ragnar Metals Performance Rights Plan' (Plan).

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the implementation of the Plan and future issue of Performance Rights under the Plan will provide selected directors and employees with the opportunity to participate in the future growth of the Company.

5.2 ASX Listing Rules 7.1 and 7.2 Exception 13

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period (Placement Capacity).

Certain issues of equity securities are exempt from the restrictions of ASX Listing Rule 7.1, and are effectively disregarded for the purposes of determining the number of equity securities that a listed company has issued within a 12 month period.

ASX Listing Rule 7.2 Exception 13 creates an exception from ASX Listing Rule 7.1 for the issue of equity securities pursuant to an employee incentive scheme for a period of 3 years after either:

(a) the listing of the company, provided that the terms of the employee incentive scheme and the maximum number that may be issued under the scheme were summarised in the company's listing prospectus; or
(b) shareholders have approved the issue of securities under the employee incentive scheme being an exception from ASX Listing Rule 7.1, provided that the notice of meeting included a summary of the employee incentive scheme and certain required disclosures about the number of securities previously issued under the scheme and the maximum number that may be issued under the scheme.

The exemption is only available for the issue of equity securities under the employee incentive scheme up to the maximum number stated in the prospectus or notice of meeting, as applicable. The exemption also ceases to be available if there is a material change to the terms of the employee incentive scheme after shareholder approval has been obtained.

5.3 Effect of the Resolution

Resolution 4 seeks Shareholder approval for the issue of Performance Rights under the Plan to be an exception from ASX Listing Rule 7.1 for a period of 3 years.

If Shareholders approve this Resolution, any issue of Performance Rights under the Plan over the 3 years after the date of the Meeting (up to the maximum number calculated as set out in Section 5.6(c)) will not use up a portion of the Company's Placement Capacity when that issue is made. This means that the Company will preserve its flexibility to issue equity securities without seeking Shareholder approval if and when it grants Performance Rights under the Plan.

It should be noted that if the Resolution is passed, the Company will only be able to issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval. Any proposed issue of Performance Rights to a Director or related party, or any of their associates, under the Plan will require prior Shareholder approval under ASX Listing Rule 10.14.

If Shareholders do not approve this Resolution, the Company may still decide in future to grant Performance Rights to eligible employees and consultants who are unrelated parties under the Plan, but each such issue will not be exempt from ASX Listing Rule 7.1 and will use up a portion of the Company's Placement Capacity at the relevant time made (unless another exemption from ASX Listing Rule 7.1 is applicable). The issue of Performance Rights under the Plan in those circumstances would therefore reduce the Company's ability to issue equity securities without seeking Shareholder approval.

5.4 Key terms and conditions of the Ragnar Metals Performance Rights Plan

A summary of the key terms and conditions of the Plan is set out in Schedule 1.

5.5 Directors' recommendation

Approval of this Resolution will enable the Company to preserve its flexibility under its Placement Capacity when it issues Performance Rights under the Plan for the period of 3 years after the Meeting. Directors are eligible to be offered Performance Rights under the Plan, however, any proposed grant of Performance Rights to a Director or their associates requires prior Shareholder approval under ASX Listing Rule 10.14 before it can be made, and the passing of this Resolution alone will not enable the Company to issue any equity securities to a Director or their associates.

The Directors recommend that Shareholders vote in favour of this Resolution.

5.6 Technical information required by ASX Listing Rule 7.2 Exception 13

Pursuant to and in accordance with ASX Listing Rule 7.2 Exception 13, the following information is provided in relation to this Resolution:

(a) a summary of the Plan is set out at Schedule 1;
(b) the Company has not previously issued any Performance Rights under the Plan; and
(c) the maximum number of Performance Rights to be issued under the Plan (other than issues approved by Shareholders under ASX Listing Rule 10.14) following approval under this Resolution at any given time, unless otherwise approved by Shareholders, will be 17,209,244 (being 5% of 344,184,889, the number of the Company's fully paid ordinary shares on issue as at the date of this Notice).

6. Resolutions 5 to 7 – Issue of Options to Related Parties

6.1 General

Resolutions 5 to 7 seek Shareholder approval for the issue of a total of 9,500,000 Options to the directors of the Company, Eddie King, Steve Formica and David Wheeler (or their respective nominees) (together the Directors) (Director Options).

It is proposed that the Directors (or their respective nominee(s) will be issued Director Options as follows:

(a) Eddie King (or his nominee(s)) 4,000,000 Director Options;
(b) Steve Formica (or his nominee(s)) 4,000,000 Director Options; and
(c) David Wheeler (or his nominee(s)) 1,500,000 Director Options.

Resolutions 5 to 7 inclusive are ordinary resolutions but are not conditional on each of them being passed.

6.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 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 issue of the Director Options constitutes the giving of a financial benefit. Each of the proposed grantees of the Director Options is a related party of the Company by reason of being a Director.

Section 210 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm's length, or are less favourable than those terms.

Section 211 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is remuneration as an officer or employee of the company and to give remuneration would be reasonable given the circumstances of the company giving the remuneration and the related party's circumstances (including responsibilities involved in the office or employment).

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is required in respect of the issue of the Director Options to the Directors.

Section 195 of the Corporations Act provides that a director of a public company must not vote or be present during meetings of directors when matters in which that director holds a 'material personal interest' are being considered. The Directors do not have a material personal interest in these Resolutions, other than the Resolution to issue Director Options to himself. However, in the interests of good corporate practice consistent with ASIC Regulatory Guide 76 (Table 2) for directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest, the Directors have not considered whether an exception set out in sections 210 to 216 of the Corporations Act applies to these Resolutions, and as it is proposed that Director Options be issued to all Directors, they are unable to form a quorum at Board level to make a determination on whether an exception set out in sections 210 to 216 of the Corporations Act applies to these Resolutions. Therefore, the Board has determined in accordance with section 195(4) of the Corporations Act to seek Shareholder approval for the issue of the Director Options.

6.3 ASX Listing Rule 10.11

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

(a) a related party;
(b) 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;
(c) 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;
(d) an associate of a person referred to in (a) to (c) above; or
(e) a person whose relationship with the company or a person referred to in (a) to (d) above is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

As the issue of the Director Options constitutes the issue of equity securities to directors of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that none of the exceptions set out in ASX Listing Rule 10.12 apply in the current circumstances.

The Company therefore seeks the required Shareholder approval for the issue of the Director Options under and for the purposes of Listing Rule 10.11. There is a separate Resolution in respect of the issue of Director Options to each individual Director.

6.4 ASX Listing Rule 7.1

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Director Options if approval is obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to each of the Directors, if approved, will not be included in the use of the Company's Placement Capacity pursuant to ASX Listing Rule 7.1.

6.5 Effect of the Resolutions

The effect of Resolutions 5 to 7 will be to allow the Company to issue the Director Options to the Director the subject of each Resolution that is passed.

If any or all of Resolutions 5 to 7 are not passed, the Company will not be able to proceed with the issue of Director Options to any proposed recipient of the Director Options in respect of whom the relevant Resolution has not been passed. In that case, the Company may have to consider alternatives in respect of the relevant Director's remuneration, which may include increasing his cash remuneration.

Resolutions 5 to 7 inclusive are ordinary resolutions. The Resolutions are not inter-conditional.

6.6 Board Recommendation

Given the material personal interest of each other Director in the Resolution expressly relevant to him, and in the interests of good corporate practice consistent with ASIC Regulatory Guide 76 (Table 2) for Directors to avoid making a recommendation on resolutions about each other's remuneration (as there may be a conflict of interest), the Directors do not consider it appropriate to give a recommendation on any of Resolutions 5 to 7.

6.7 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the issue of the Director Options:

(a) the securities will be issued to the Directors as follows:
- (i) 4,000,000 Options to Eddie King (or his nominee(s));
- (ii) 4,000,000 Options to Steve Formica (or his nominee(s)); and
- (iii) 1,500,000 Options to David Wheeler (or his nominee(s));
(b) each of Messrs King, Formica and Wheeler is a Director of the Company;
(c) the maximum number of Director Options to be issued to each of the Directors is set out in paragraph (a);
(d) the Director Options will be granted on the following terms and conditions:
- (i) an exercise price of 1331/3 % of the volume weighted average price of Shares in the 5 trading days on which trades actually occurred immediately prior to the date of the Meeting;
- (ii) an expiry date of the day prior to the third anniversary of their issue date; and
- (iii) otherwise on the terms and conditions set out in Schedule 2;
(e) the Director Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules), and it is intended that the Director Options will all be granted on the same date;
(f) the Director Options will be issued at a price of $0.00001 per Director Option. Accordingly, only a nominal amount of capital (total $95) will be raised from the issue of the Director Options, as the purpose of the issue is to provide an equity incentive as part of the remuneration package for each of the Directors. The cash issue price will be contributed to working capital;
(g) the Director Options are being offered as an incentive-based component of the relevant Director's remuneration package which is considered a cost-effective remuneration practice and will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given. In addition, it is considered that the grant of the Director Options will align the interests of the Directors with those of Shareholders;
(h) the current total annual remuneration package of each of the Directors for the financial year ending 30 June 2022, each before the issue of the Director Options the subject of Resolutions 5 to 7, is as follows:
- (i) Eddie King

Salary/Fees	$120,000 per annum
Total	$120,000 per annum
Options
(issued on 19 May 2021 asapproved by shareholdersat general meeting held on	6,000,000 Director Options exercisable at $0.04 each on orbefore 19 May 2023
7 April 2021; subject toescrow until 27 May 2023)	Refer to Remuneration Report and note 12 (b) to consolidatedfinancial report for year for year ended 30 June 2021 for valuation:$0.0082 per option; Total value: $49,177.
(subjectshareholdertoapproval of Resolution 5)	4,000,000 Director Options
	Refer to the valuation of these Options at Section 6.8(d)

(ii) Steve Formica

Salary/Fees	$96,000 per annum
Superannuation	$9,600 per annum
Total	$105,600 per annum
Options
(issued on 19 May 2021 asapproved by shareholdersat general meeting held on	6,000,000 Director Options exercisable at $0.04 each on orbefore 19 May 2023
7 April 2021; subject toescrow until 27 May 2023)	Refer to Remuneration Report and note 12 (b) to consolidatedfinancial report for year for year ended 30 June 2021 for valuation:$0.0082 per option; Total value: $49,177.
(subjectshareholdertoapproval of Resolution 6)	4,000,000 Director Options
	Refer to the valuation of these Options at Section 6.8(d)

(iii) David Wheeler

Salary/Fees	$36,000 per annum
Total	$36,000 per annum
Options
(issued on 19 May 2021 asapproved by shareholdersat general meeting held on	3,000,000 Director Options exercisable at $0.04 each on orbefore 19 May 2023
7 April 2021; subject toescrow until 27 May 2023)	Refer to Remuneration Report and note 12 (b) to consolidatedfinancial report for year for year ended 30 June 2021 for valuation:$0.0082 per option; Total value: $24,589.
(subjectshareholdertoapproval of Resolution 7)	1,000,000 Director Options
	Refer to the valuation of these Options at Section 6.8(d)

6.8 Technical information required by Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information (in addition to the information provided in Section 6.7) is provided in relation to the issue of the Director Options the subject of Resolutions 5 to 7:

(a) the Director Options will be issued to each of the Directors specified in Section 6.7(a);
(b) the nature of the financial benefit being provided is the Director Options. The quantity and terms of the Director Options are set out in Sections 6.7(a) and 6.7(d);
(c) each Director's interests in the Resolutions and the recommendation or reasons for not giving a recommendation on these Resolutions is set out in Section 6.6;
(d) the value of the Options, based on different assumptions as the exercise price, is set out in the table below. The valuation has been completed by internal management of the Company using the Black-Scholes option model and the assumptions set out below.

The exercise price of the Director Options will be set at a 331/3% premium to the volume weighted average for the Company's Shares on the 5 trading days on which trades are recorded immediately prior to the date of the Meeting (5 day VWAP). As the period for calculating the 5 day VWAP is in the future, it cannot be predicted with certainty. The valuations below give three different cases: where the 5 day VWAP as at the date of the Meeting is the same as the closing price on 24 August 2021, during the drafting of the Notice; where the 5 day VWAP is $0.076 (equal to the highest closing Share price in the last 12 months before sending the Notice, noting that there was no trading in the Shares between 6 August 2020 and 26 May 2021 inclusive), and where the 5 day VWAP has decreased to $0.027 (equal to the lowest closing Share price during that 12 month period).

Please note that the exercise prices in the valuations below are all only examples. The trading prices on the days leading up to the date of the Meeting, and therefore the exercise price of the Director Options, cannot be predicted with certainty in this Notice, and the 5 day VWAP may be higher or lower than the examples shown below. The exercise price will in any case be set at a 331/3% premium to the 5 day VWAP prevailing on the date of the Meeting. The Company considers that these examples fall within a reasonable range of possible prices.

Assumption
Valuation Date	10 September 2021
Exercise price	$0.06
(based on 1331/3% of an assumed trading
price of $0.045)
Share price	$0.045
Term (years)	3
Risk free interest rate	1%
Volatility (expected)	100%
Indicative Value ($)	$0.0253
(per Director Option)
Quantity	9,500,000
Value ($)	$240,350
(Total)
Value ($)
(per Director)
Steve Formica	$101,200

Case 1: Exercise price of $0.06 per Share (based on 1331/3% of an assumed trading price of $0.045)

Eddie King	$101,200
David Wheeler	$37,950
Total Value	$240,350

Case 2 – Exercise price of $0.10133 (based on 1331/3% of an assumed trading price of $0.076)

Assumption
Valuation Date	10 September 2021
Exercise price	$0.101
(based on 1331/3% of an assumed trading
price of $0.076)
Share price	$0.076
Term (years)	3
Risk free interest rate	1%
Volatility (expected)	100%
Indicative Value ($)	$0.0428
(per Director Option)
Quantity	9,500,000
Value ($)	$406,600
(Total)
Value ($)
(per Director)
Steve Formica	$171,200
Eddie King	$171,200
David Wheeler	$64,200
Total Value	$406,600

Case 3 – Exercise price of $0.036 (based on 1331/3% of an assumed trading price of $0.027)

Assumption
Valuation Date	10 September 2021
Exercise price	$0.036
(based on 1331/3% of an assumed trading
price of $0.027)
Share price	$0.027
Term (years)	3
Risk free interest rate	1%
Volatility (expected)	100%
Indicative Value ($)	$0.0231
(per Director Option)
Quantity	9,500,000
Value ($)	$219,450
(Total)
Value ($)
(per Director)
Steve Formica	$92,400
Eddie King	$92,400
David Wheeler	$34,650
Total Value	$219,450

(e) the relevant interests in securities of the Company of the Directors are set out below:

Director	Shares	Options
Eddie King1	3,800,000	6,833,333
Steve Formica2	9,920,000	8,266,666
David Wheeler3	1,000,000	3,333,333

Notes:

1 Mr King's relevant interests in the securities are held by the following registered holders:
- Eddie King: 3,300,000 Shares and 833,333 quoted Options exercisable at $0.04 each on before 19 May 2023.
- King Corporate Pty Ltd: 500,000 Shares.
- La Paz Resources Pty Ltd: 6,000,000 options exercisable at $0.04 each on or before 19 May 2023 (classified as restricted securities under ASX Listing Rules until 27 May 2023).
2 Mr Formica's relevant interests in the securities are held by the following registered holders:
- Stevsand Pty Ltd: 600,000 Shares,
- Stevsand Holdings Pty Ltd <Formica Horticultural A/C>: 320,000 Shares,
- Stevsand Investments Pty Ltd <Steven Formica Family A/C>:
  - o 4,000,000 Shares;
  - o 600,000 unquoted options exercisable at $0.075 each on or before 2 September 2022; and
  - o 6,000,000 options exercisable at $0.04 each on or before 19 May 2023 (classified as restricted securities under ASX Listing Rules until 27 May 2023)
- Formica Investments Pty Ltd <The Formica Family A/C>: 5,000,000 Shares and 1,666,666 quoted Options exercisable at $0.04 each on or before 19 May 2023.
1. Mr Wheeler's relevant interests in the securities are held by the following registered holders:
- Pathways Corp Investments Pty Ltd <PC Investment A/C>
  - o 1,000,000 Shares
  - o 3,000,000 options exercisable at $0.04 each on or before 19 May 2023 (classified as restricted securities under ASX Listing Rules until 27 May 2023)
  - o 333,333 quoted options exercisable at $0.04 each on or before 19 May 2023
(f) the current total annual remuneration package from the Company to the Directors for the financial year ending 30 June 2022 is set out in Section 6.7(h);
(g) if the Director Options are granted and are exercised, a total of 9,500,000 Shares would be issued. This would increase the number of Shares on issue from 344,184,889 to 353,684,889 (assuming that no Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of approximately 2.76%, comprising approximately 1.16% by Eddie King, 1.16% by Steve Formica and 0.44% by David Wheeler.

The market price for Shares during the term of the Director Options would normally determine whether a Director will elect to exercise any Director Options. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company.

The highest and lowest closing prices of the Shares on ASX during the 12 months preceding the date of this Notice, noting that there was no trading in the Shares between 6 August 2020 and 26 May 2021 inclusive, and the closing price on the trading day before the date of this Notice, are set out below:

	Price	Date
Highest	$0.076	25 June 2021
Lowest	$0.027	1 June 2021
Last	$0.035	23 September 2021

(h) the Board acknowledges the grant of the Director Options to each of Messrs Formica and Wheeler, who are non-executive Directors, is contrary to Recommendation 8.2 of The Corporate Governance Principles and Recommendations (4th Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of the Director Options is reasonable in the circumstances for the reasons set out in paragraph (j);
(i) the primary purpose of the grant of the Director Options is to provide an incentive component in their remuneration package to motivate and reward their performance in their respective roles as Directors;
(j) the Directors consider the grant of the Director Options is a reasonable and appropriate method to provide cost effective remuneration as:
- (i) the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given;
- (ii) the grant of the Director Options will align the interests of the Directors with those of Shareholders; and
- (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Director Options upon the terms proposed.

In forming their reasoning and determining the quantity of Director Options to be granted each Director considered the experience and role of the Directors, the cash remuneration of the Directors, the price of Shares and the current market practices when determining the number of Director Options to be granted (relative to the prevailing trading price of Shares) and expiry date of those Director Options; and

(k) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5 to 7.

7. Resolution 8 – Approval of issue of Employee Options to Company Secretary

7.1 General

The Company proposes to issue a total of 500,000 Employee Options (on the same terms and conditions as the Director Options) to the Company Secretary.

Resolution 8 seeks Shareholder approval for the issue of these Employee Options.

Resolution 8 is an ordinary resolution.

7.2 ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 6.4

7.3 Effect of the Resolution

If Resolution 8 is passed, then the Company will be able to proceed with the issue of Employee Options. The issue of the Employee Options will not use up any part of the Company's Placement Capacity under Listing Rule 7.1, and will not reduce the Company's flexibility to issue equity securities without prior Shareholder approval during the 12 months after the date of issue.

If Resolution 8 is not passed, then the Company may still elect to issue the Employee Options, but their issue will use up part of the Company's Placement Capacity.

7.4 Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8.

7.5 Technical information required by ASX Listing Rule 7.3

(a) The Employee Options will be issued to the Company Secretary Jessamyn Lyons (or her nominee(s));
(b) the maximum number of Employee Options to be issued is 500,000;
(c) the Employee Options to be issued will be on the terms and conditions set out in Schedule 2;
(d) the Employee Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all the Lead Manager Options will occur on the same date;
(e) the Employee Options will be issued at an issue price of $0.00001 per Option;
(f) only a nominal amount ($5) will be raised by the issue of the Employee Options, which will be contributed to working capital; and
(g) the purpose of the issue of the Employee Options is to include an incentivisation component to the remuneration of the Company Secretary and consultants.

Glossary

$ means Australian dollars.

Additional Issuance Capacity has the meaning in Section 4.1.

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

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2021.

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.

Auditor's Report means the auditor's report on the Financial Report.

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.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Ragnar Metals Limited (ACN 108 560 069).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director Options means the options the subject of Resolutions 5 to 7 on the terms set out in Schedule 2.

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Employee Options means the options the subject of Resolution 8 on the terms set out in Schedule 2.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated 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 the consolidated group.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Plan or Ragnar Metals Performance Rights Plan means the Ragnar Metals Performance Rights Plan the subject of Resolution 4 and as summarised in Schedule 1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's Report.

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.

WST means Western Standard Time as observed in Perth, Western Australia.

Schedule 1 – Key terms of the Ragnar Metals Performance Rights Plan

The principle terms of the Ragnar Metals Performance Rights Plan are summarised below:

(a) Eligibility: Participants in the Plan may be:

(i) a Director (whether executive or non-executive) of the Company and any Associated Body Corporate of the Company (each a Group Company);
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order) or as otherwise permitted by the Board in its sole discretion; or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan (Eligible Participants).

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Performance Rights, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.
(c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Performance Rights offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
(d) Issue price: Performance Rights issued under the Plan will be issued for nil cash consideration.
(e) Vesting Conditions: A Performance Right may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Performance Right.
(f) Vesting: The Board may in its absolute discretion (except in respect of a Change of Control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Performance Rights have been granted under the Plan or their nominee where the Performance Rights have been granted to the nominee of the Eligible Participant), resolve to waive any of the Vesting Conditions applying to Performance Rights due to:
- (i) Special Circumstances arising in relation to a Relevant Person in respect of those Performance Rights; or
- (ii) a Change of Control occurring; or
- (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(g) Lapse: A Performance Right will lapse upon the earlier to occur of:
- (i) an unauthorised dealing in, or hedging of, the Performance Right;
- (ii) a Vesting Condition in relation to the Performance Right is not satisfied by its due date, or

becomes incapable of satisfaction, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;

(iii) in respect of unvested Performance Right only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Performance Rights only, a relevant person ceases to be an Eligible Participant and the Performance Right granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;
(v) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(vi) the Company undergoes a Change of Control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Performance Right;
(vii) the expiry date of the Performance Right.
(h) Not transferrable: Performance Rights are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant's legal personal representative or upon bankruptcy to the participant's trustee in bankruptcy.
(i) Shares: Shares resulting from the exercise of the Performance Rights shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue.
(j) Quotation of Shares: If Shares of the same class as those issued upon exercise of Performance Rights issued under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.
(k) Sale Restrictions: The Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Performance Rights up to a maximum of seven (7) years from the grant date of the Performance Rights. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.
(l) No Participation Rights: There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.
(m) Change in number of underlying securities: Unless specified in the offer of the Performance Rights and subject to compliance with the ASX Listing Rules, a Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised.
(n) Reorganisation: If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time

of the reorganisation.

(o) Amendments: Subject to express restrictions set out in the Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Performance Right granted under the Plan including giving any amendment retrospective effect.
(p) Trust: The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Performance Rights, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.
(q) Definitions: Capitalised terms used in the above summary are as defined in the Ragnar Metals Performance Rights Plan, including:

(i) Associated Body Corporate means:

A. a related body corporate (as defined in the Corporations Act) of the Company;
B. a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
C. a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

(ii) Change of Control means:

A. a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in more than 50% of the Company's issued Shares;
B. a court approves, under section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
C. in any other case, a person obtains Voting Power in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

(iii) Relevant Person means:

A. in respect of an Eligible Participant, that person; and
B. in respect of a nominee of an Eligible Participant, that Eligible Participant.

(iv) Special Circumstances means:

A. a Relevant Person ceasing to be an Eligible Participant due to:
- i. death or Total or Permanent Disability of a Relevant Person; or
- ii. Retirement or Redundancy of a Relevant Person;
B. a Relevant Person suffering Severe Financial Hardship;
C. any other circumstance stated to constitute "Special Circumstances" in the terms of the relevant Offer made to and accepted by the Participant; or
D. any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant.

Schedule 2 – Terms and conditions of Director Options and Employee Options

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be 1331/3% of the volume weighted average of the price of the Company's shares on the 5 trading days on which trades were recorded prior to the date of the Meeting (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on or before the date that its three years less one day from the date of issue of the Options (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) 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 (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.

(f) 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).

(g) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

(i) 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;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, 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; and
(iii) 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 (g)(ii) 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.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

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

(j) 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.

(k) Change in exercise price or number of underlying securities

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.

(l) Transferability

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

Proxy Form

Ragnar Metals Limited ACN 108 560 069

	Annual General Meeting
I/We:

of:
	being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
Or:	the Chair of the Meeting as my/our 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, at the Meeting to be held at 9:00am, on 5 November 2021 at Level 3, 35 Outram Street, West Perth WA 6005, and at any adjournment thereof.

Authority for Chair to vote undirected proxies on Remuneration Related Resolutions

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair, provided the Chair is not a "Restricted Party" for the purposes of the Resolution.

Chair's Voting Intention in relation to undirected proxies

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting		For	Against	Abstain
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-Election of Director – Ariel (Edward) King
Resolution 3	Approval of 10% Placement Capacity
Resolution 4	Enable the issue of Performance Rights under an EmployeeIncentive Scheme – Ragnar Metals Performance Rights Plan
Resolution 5	Approval to issue Options to a Related Party – Eddie King
Resolution 6	Approval to issue Options to a Related Party – Steve Formica
Resolution 7	Approval to issue Options to a Related Party – David Wheeler
Resolution 8	Approval to issue Options to Company Secretary

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.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: %

Signature of Shareholder(s):

Individual or Shareholder 1	Shareholder 2		Shareholder 3
Sole Director/Company Secretary	Director		Director/Company Secretary
Date:
Contact Name:		Contact Ph (Daytime):
Email Address:		Consent for contact byemail in relation to thisProxy Form:	YESNO

Instructions for completing Proxy Form

1. (Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder's votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
1. (Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. (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 should sign.
(Power of attorney): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
(Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
1. (Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
1. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
- (a) post to Ragnar Metals Limited, PO Box 1240, West Perth, WA 6872; or
- (b) facsimile to the Company on facsimile number +61 8 6245 2055; or
- (c) email to the Company at [email protected]

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

AI assistant

RAGNAR METALS LIMITED — AGM Information 2021

65660_rns_2021-10-05_5f745757-d8c0-426c-9b6c-7aa7317f7262.pdf

ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

VOTING IN PERSON

VOTING BY PROXY

Notice of Annual General Meeting

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

Agenda

1. Financial Statements and Reports

2. Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement:

3. Resolution 2 – Re-election of Director – Ariel (Edward) King

4. Resolution 3 – Approval of 10% Placement Capacity

5. Resolution 4 – Enable the issue of Performance Rights under an Employee Incentive Scheme – Ragnar Metals Performance Rights Plan

6. Resolution 5 – Approval to issue Options to a Related Party – Eddie King

7. Resolution 6 – Approval to issue Options to a Related Party – Steve Formica

8. Resolution 7 – Approval to issue Options to a Related Party – David Wheeler

9. Resolution 8 – Approval to issue Options to Company Secretary

Voting exclusion statements

Voting in person

Voting by proxy

Explanatory Statement

1. Annual Report

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. Resolution 2 – Re-election of Director – Ariel (Edward) King

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Board recommendation

4. Resolution 3 – Approval of 10% Placement Capacity

4.1 General

4.2 Description of ASX Listing Rule 7.1A

(a) Securities which may be issued under the Additional Issuance Capacity

(b) Minimum issue price

(c) Period for which approval will be valid

(Additional Issuance Period).

(d) Dilution risks

(e) Purpose of issue under Additional Issuance Capacity

(f) Allocation policy under Additional Issuance Capacity

(g) Previous approval under ASX Listing Rule 7.1A

4.3 Voting exclusion

5. Resolution 4 – Enable the issue of Performance Rights under an Employee Incentive Scheme – Ragnar Metals Performance Rights Plan

5.1 General

5.2 ASX Listing Rules 7.1 and 7.2 Exception 13

5.3 Effect of the Resolution

5.4 Key terms and conditions of the Ragnar Metals Performance Rights Plan

5.5 Directors' recommendation

5.6 Technical information required by ASX Listing Rule 7.2 Exception 13

6. Resolutions 5 to 7 – Issue of Options to Related Parties

6.1 General

6.2 Chapter 2E of the Corporations Act

6.3 ASX Listing Rule 10.11

6.4 ASX Listing Rule 7.1

6.5 Effect of the Resolutions

6.6 Board Recommendation

6.7 Technical information required by ASX Listing Rule 10.13

(ii) Steve Formica

(iii) David Wheeler

6.8 Technical information required by Chapter 2E of the Corporations Act

Case 2 – Exercise price of $0.10133 (based on 1331/3% of an assumed trading price of $0.076)

Case 3 – Exercise price of $0.036 (based on 1331/3% of an assumed trading price of $0.027)

Notes:

7. Resolution 8 – Approval of issue of Employee Options to Company Secretary

7.1 General

7.2 ASX Listing Rule 7.1

7.3 Effect of the Resolution

7.4 Board Recommendation

7.5 Technical information required by ASX Listing Rule 7.3

Glossary

Schedule 1 – Key terms of the Ragnar Metals Performance Rights Plan

(a) Eligibility: Participants in the Plan may be:

(i) Associated Body Corporate means:

(ii) Change of Control means:

(iii) Relevant Person means:

(iv) Special Circumstances means:

Schedule 2 – Terms and conditions of Director Options and Employee Options

RAGNAR METALS LIMITED AGM Information 2021