RAPTOR METALS LTD — AGM Information 2021

Nov 11, 2021

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Eastern Metals Limited

ABN 29 643 902 943 C/-Boardroom Pty Ltd Level 12 225 George Street Sydney NSW 2000 Telephone 0412 234 684 www.easternmetals.com.au info@easternmetals.com.au

12 November 2021

Notice of Annual General Meeting

Dear Eastern Metals Shareholder,

Notice is hereby given that an Annual General Meeting for Eastern Metals Limited ABN 29 643 902 943 ( Company or Eastern Metals ) will be held commencing 10am Sydney Time on Wednesday 15 December 2021. ( Annual General Meeting )

It is a pleasure to invite you, on behalf of the Board, to attend the Company’s Annual General Meeting.

In light of the recent COVID-19 outbreak and resulting guidance on travel and group gatherings, Eastern Metals has decided to hold the Annual General Meeting entirely online.

As a result, the Annual General Meeting will be held at the URL address https://web.lumiagm.com/320615840 .

The Notice of Meeting and accompanying explanatory statement, as well as a user guide for Lumi the online meeting portal, ( Meeting Materials ) are being made available electronically to Shareholders.

The Meeting Materials provide more information on the process to participate in the Annual General Meeting and provide information on Lumi, the on-line meeting portal.

This means that:

• You can access the Meeting Materials online at the Company’s website on https://easternmetals.com.au/ or at our share registry’s website www.InvestorServe.com.au by logging in and selecting Company Announcements from the main menu.

• A complete copy of the Meeting Materials has also been posted to the Company’s ASX Market announcements page.

• If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form.

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If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need your Shareholder information, including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry, Boardroom Pty Limited, on enquiries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (Sydney Time) Monday to Friday, to arrange a copy.

Attached with the Notice is your proxy form. As a result of the potential health risks and the Government’s restrictions in response to the COVID-19 outbreak, the Company encourages all Shareholders to lodge a directed proxy form prior to the meeting.

Important

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 Monday 13 December 2021.

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Business of the Meeting

Agenda

1. Financial Statements and Reports

To receive and consider the Company’s Financial Statements, Directors’ Report and Auditor’s Report for the period 2 September 2020 to 30 June 2021.

Note: There is no requirement for Shareholders to approve these reports.

On 25 October 2021, Eastern Metals Limited was quoted on the Australian Securities Exchange (ASX), completing an Initial Public Offering (IPO) of 30,000,000 new shares at an issue price of $0.20, raising $6,000,000 before transaction costs. One free attaching Option was issued for each three Shares issued.

The statutory financial statements and reports are available for Shareholders to access and download from https://easternmetals.com.au/investors/financial-reports/

If you would like to receive a hard copy of the statutory financial statements and reports free of charge you can contact the Company by emailing info@easternmetals.com.au.

Remuneration Report

As the Company was unlisted at 30 June 2021, there was no requirement under the Corporations Act for the Company to prepare a remuneration report for the period ended 30 June 2021.

As the Company was not required to provide a remuneration report for the period ended 30 June 2021, the Company’s shareholders are not required to pass a non-binding resolution in accordance with section 250R of the Corporations Act, that the Company adopts the remuneration report for the period ended 30 June 2021.

2. Resolution 1 – Re-election of Director – Mr Robert (Bob) Duffin

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 12.2 of the Constitution, and for all other purposes, Mr Robert (Bob) Duffin, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

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3. Resolution 2 – Election of Director – Ms Cathy Moises

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 12.5 of the Constitution and for all other purposes, Ms Cathy Moises, a Director who was appointed as an additional director on 26 July 2021, retires, and being eligible, is elected as a Director.”

4. Resolution 3 – Election of Director – Dr Jason Berton

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 12.5 of the Constitution and for all other purposes, Dr Jason Berton, a Director who was appointed as an additional director on 26 July 2021, retires, and being eligible, is elected as a Director.”

5. Resolution 4: Confirmation of Appointment of Auditor at the First AGM

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, RSM Australia Partners having been nominated by a Shareholder in accordance with Section 328B of the Corporations Act, and having consented in writing to act in the capacity of auditor, is appointed as auditor of the Company with effect from the close of the Meeting."

Dated: 12 November 2021

By order of the Board

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Ian Morgan Company Secretary

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6. Attendance and voting in person

Due to current government guidelines regarding COVID-19, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at info@easternmetals.com.au ., at least 5 Business Days prior to the Meeting, so that appropriate arrangements can be made.

7. 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; 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 ianmorgan@easternmetals.com.au.

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Explanatory Statement

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

1. 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 the Company’s website at https://easternmetals.com.au/investors/financial-reports/.

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 – Re-election of Director – Mr Robert (Bob) Duffin

General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Bob Duffin was appointed as a Director on 20 September 2020 in accordance with the Constitution. Mr Duffin will retire in accordance with the Constitution and being eligible, seeks re-election from Shareholders.

Qualifications and other material directorships

Bob Duffin BSc (Hons), MSc (Hons), Grad Dip Mgt, FAusIMM (Non-Executive Chair)

He is a company director with more than 45 years’ experience in resource exploration, project assessment, mining investment analysis, and company management.

Bob commenced his career with the Geological Survey of New South Wales and has held senior positions in the exploration divisions of Peko-Wallsend Limited and MIM Holdings Limited, two of Australia’s largest mining companies at the time. He is a former managing director of an international resource exploration consulting and contracting firm, and general manager of a listed mining investment company. He has lived and worked in mining communities, including periods in Kalgoorlie in Western Australia and Mount Isa in Queensland, where he worked on exploration programs for many

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commodities, including copper, other base metals, gold, uranium and iron ore. He later worked as a mining analyst with three stockbroking firms and was head of research at one of Australia’s leading brokers in the 1980s.

Bob is a former Non-Executive Director of several listed companies, including Centennial Coal, Midwest Corporation, Ferrowest, Burmine, Austmin Gold, Mt Lyell, the UK resources investment company Europa Minerals Group, and Mancala, a mining contractor. Most recently, he was Chair of WPG Resources Limited.

Independence

Mr Duffin is not considered an independent director due to being a substantial shareholder of the Company’s shares within the past three years.

Other material information

Mr Duffin is Non-Executive Chair.

Board recommendation

The Board (other than Mr Duffin who declines to give a recommendation due to his material personal interest in this Resolution) supports the election of Mr Duffin and recommends that Shareholders vote in favour of Resolution 1 because the Board considers that the experience, expertise and skills of Mr Duffin assist the Board in fulfilling its responsibilities and does and will continue to assist the Company in achieving growth and delivering value to Shareholders.

3. Resolution 2 – Election of Director – Ms Cathy Moises General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Ms Cathy Moises, having been appointed as a Non-Executive Director by other Directors on 26 July 2021 in accordance with the Constitution, will retire in accordance with the Constitution and being eligible, seeks election from Shareholders pursuant to Resolution 2.

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Qualifications and other material directorships

Cathy Moises BSc (Hons), Dip SIA Deputy Chair and Independent Non-Executive Director

She is a geologist and mining investment analyst who has transitioned to corporate roles and a career more recently as an independent non-executive director of several listed companies. In her career as a mining analyst, she worked with McIntosh (now Merrill Lynch), County Securities (now Citigroup), Evans and Partners, and Patersons Securities, where she was head of research. She then moved to the corporate sector where she became head of investor relations and business development at Perseus Mining.

She is independent chair of Pacific Gold and an independent non-executive director of WA Kaolin, Arafura Resources, Australian Potash, Podium Minerals, and Pearl Gull. She is also an independent member of the investment committee at Argonaut Securities. Her key areas of industry experience include gold, base metals, mineral sands and the rare earths sector.

Independence

As she is a Non-Executive Director and has not been a substantial holder of the Company’s shares within the last three years, Ms Moises is considered to be an independent director.

Other material information

Ms Moises is a Non-Executive Director and Chair of the Audit and Risk Committee.

The Company conducted appropriate checks into Ms Moises’ background and experience prior to her appointment and has satisfied itself that she is an appropriate candidate to put forward for election as a Director.

Board recommendation

The Board (other than Ms Moises who declines to give a recommendation in respect of Resolution 2 due to her material personal interest in that Resolution) supports the elections of Ms Moises and recommends that Shareholders vote in favour of Resolution 2 because the Board considers that the experience, expertise and skills of Ms Moises assist the Board in fulfilling its responsibilities and does and will continue to assist the Company in achieving growth and delivering value to Shareholders.

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4. Resolution 3 – Election of Director – Dr Jason Berton

General

Dr Jason Berton, having been appointed as a Non-Executive Director by other Directors on 26 July 2021 in accordance with the Constitution, as described in Section 3, will retire in accordance with the Constitution and being eligible, seeks election from Shareholders pursuant to Resolution 3.

Qualifications and other material directorships

Jason Berton BEc BSc (Hons) PhD Independent Non-Executive Director

He is a geologist and company director. He started his career as an exploration and mine geologist at the Plutonic gold mine in Western Australia then moved to BHP Billiton in South Australia, where he worked on the Olympic Dam mine expansion project. He has also worked with SRK, an international firm of consulting geologists, and spent two years in private equity assessing resource sector investment opportunities. He is former Managing Director of Estrella Resources, and is a director of PolarX, where he played a major role in negotiating the acquisition of key tenements in North America.

Jason’s honours thesis was focussed on the geology of the Lake Cargelligo area in New South Wales, close to the Company’s Browns Reef deposit, and his doctorate was in structural geology. He has strong entrepreneurial and corporate skills, as well as a very firm understanding of structural geology and its role in the formation of metalliferous orebodies.

Independence

As he is a Non-Executive Director and has not been a substantial holder of the Company’s shares within the last three years, Dr Berton is considered to be an independent director.

Other material information

Dr Berton is a Non-Executive Director.

The Company conducted appropriate checks into Dr Berton’s background and experience prior to his appointment and has satisfied itself that he is an appropriate candidate to put forward for election as a Director.

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Board recommendation

The Board (other than Dr Berton who declines to give a recommendation in respect of Resolution 3 due to his material personal interest in that Resolution) supports the elections of Dr Berton and recommends that Shareholders vote in favour of Resolution 3 because the Board considers that the experience, expertise and skills of Dr Berton assist the Board in fulfilling its responsibilities and does and will continue to assist the Company in achieving growth and delivering value to Shareholders.

5. Resolution 4: Confirmation of Appointment of Auditor at the First AGM

Background

In accordance with section 327A of the Corporations Act, the directors of a public company must appoint an auditor within one month after the day on which the company is registered, unless the company, at a general meeting, has appointed an auditor. The Shareholders appointed RSM Australia Partners to be the Company’s auditor.

Under section 327B of the Corporations Act, the auditor holds office until the company's first annual general meeting, where the appointment is confirmed by the members, or another auditor is appointed.

In accordance with section 328B of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for RSM Australia Partners to be appointed as the Company’s auditor. A copy of the nomination is attached to this Explanatory Statement as Schedule 1.

RSM Australia Partners has given its written consent to act as the Company’s auditor, subject to Shareholder approval.

If Resolution 4 is passed, the appointment of RSM Australia Partners as the Company’s auditors will take effect from the close of the Annual General Meeting.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

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Glossary

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

AGM , Annual General Meeting or

Meeting means the annual general meeting of the Company convened by this Notice.

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

ASIC means the Australian Securities & Investments Commission.

Associate has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act.

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

ASX Listing Rules or 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.

• (a) a spouse or child of the member;

• (b) 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 Eastern Metals Limited ABN 29 643 902 943.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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.

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Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for 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.

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.

Sydney Time means the time observed in Sydney, NSW Australia.

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

Option means an option providing the right to be issued one Share upon payment of an exercise price within the exercise period, at the election of the option holder.

Proxy Form means the proxy form accompanying the Notice.

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Schedule 1

9 November 2021

Directors Eastern Metals Limited C/-Boardroom Pty Ltd Level 12 225 George Street Sydney NSW 2000

Dear Sirs,

We, REC Investment Management Pty Limited ACN 087 571 319, 94A Louisa Road Birchgrove NSW 2041, being a shareholder of Eastern Metals Limited ABN 29 643 902 943 ( the Company ), hereby nominate, pursuant to section 328B of the Corporations Act 2001 (Cth), RSM Australia Partners for appointment as auditor of the Company at the upcoming annual general meeting of the Company or any adjournment thereof.

We request that the Company send a copy of this nomination to:

• (a) RSM Australia Partners; and

• (b) All persons entitled to receive a notice of general meetings of the Company

Yours sincerely,

Executed by REC Investment Management Pty Limited ACN 087 571 319 in accordance with section 127 of the Corporations Act 2001.

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Robert H Duffin

Pamela C Duffin

Director

Director

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (AEDT) on Monday 13[th] December 2021.

	TO	VOTE ONLINE	BY SMARTPHONE
STEP	1:	VISIThttps://www.votingonline.com.au/esmagm2021
STEP	2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP	3:	Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEDT) on Monday 13th December 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/esmagm2021  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Eastern Metals Limited ABN 29 643 902 943

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Eastern Metals Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the virtually via https://web.lumiagm.com/320615840 on Wednesday, 15th December, 2021 at 10:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

	STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculatingthe required majorityif apoll is called.

For Against Abstain*

Resolution 1 Re-election of Director – Mr Robert (Bob) Duffin Resolution 2 Election of Director – Ms Cathy Moises

Resolution 3 Election of Director – Dr Jason Berton

Resolution 4 Confirmation of Appointment of Auditor at the First AGM

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STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021