RESOLUTION MINERALS LTD — AGM Information 2021

Oct 12, 2021

RESOLUTION MINERALS LTD ACN 617 789 732

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY NOTES

PROXY FORM

Date of Meeting 11 November 2021

Time of Meeting

10:30am (ACDT) (Adelaide time)

Place of Meeting Virtually (online)

Details on how to access the virtual Meeting are set out in this Notice.

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RESOLUTION MINERALS LTD ACN 617 789 732

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Resolution Minerals Ltd (“Company/RML”) will be held virtually via an online platform at https://investor.automic.com.au on Thursday 11 November 2021 at 10:30 am (ACDT).

The business to be considered at the General Meeting is set out below.

This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes, which form part of this Notice of Meeting and contain information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the Resolutions set out in this Notice of Meeting, you should consult your financial or other professional adviser.

Defined terms used in this Notice of Meeting have the meanings given to those terms in the glossary at the end of the Explanatory Notes.

GENERAL BUSINESS

2021 Financial Statements

To receive, consider and discuss the Company’s annual financial report including the Directors’ Declaration for the year ended 30 June 2021 and the accompanying Directors’ Report, Remuneration Report and Auditor’s Report.

ORDINARY BUSINESS

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 the Remuneration Report that forms part of the annual financial report of the Company for the year ended 30 June 2021 be adopted for the purpose of section 250R(2) of the Corporations Act.”

Note: Section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Mr Craig Farrow as a Director of the Company

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

“That Mr Craig Farrow, a Director retiring by rotation in accordance with clause 13.2 of the Constitution of the Company and ASX Listing Rule 14.5, being eligible, and having offered himself for re-election, be re-elected as a Director of the Company.”

SPECIAL BUSINESS

Resolution 3 – Ratification of 22,000,000 ATM Shares issued on 30 April 2021

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 22,000,000 ATM Shares on 30 April 2021 on the terms and to the parties set out in the Explanatory Notes.”

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Resolution 4 – Ratification of 84,418,223 Placement Shares issued on 22 September 2021

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 84,418,223 Placement Shares on 22 September 2021 on the terms and to the parties set out in the Explanatory Notes.”

Resolution 5 – Issue of Benmara Consideration Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the proposed issue and allotment of the Benmara Consideration Shares to SER, on the terms set out in the Explanatory Notes, is approved.”

Resolution 6 – Issue of Murphy Consideration Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the proposed issue and allotment of the Murphy Consideration Shares to Cedar Resources Pty Ltd (or their nominee), on the terms set out in the Explanatory Notes, is approved.”

Resolution 7 – Issue of Acuity ATM Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the proposed issue and allotment of up to 30,000,000 Acuity ATM Shares to Acuity, on the terms set out in the Explanatory Notes, is approved.”

Resolution 8 – Issue up to 75,000,000 SPP Shortfall Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the proposed issue and allotment of up to 75,000,000 SPP Shortfall Shares, on the terms set out in the Explanatory Notes, is approved.”

Resolution 9 – Issue of 82,209,111 Options

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the proposed issue and allotment of up to 82,209,111 Options under the Option Offer, and the issue of Shares on the exercise of those Options, on the terms and to the parties set out in the Explanatory Notes, is approved.”

Resolution 10 – Issue of 250,000 SPP Options to Melcraig Superannuation Pty Ltd (an entity associated with Director Craig Farrow)

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the proposed issue and allotment of 250,000 SPP Options to Melcraig Superannuation Pty Ltd (as trustee of Melcraig Super A/C), and the issue of Shares on the exercise of those SPP Options, on the terms set out in the Explanatory Notes, is approved.”

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Resolution 11 – Issue of 375,000 SPP Options to Valas Investments Pty Ltd (an entity associated with Director Andrew Shearer)

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the proposed issue and allotment of 375,000 SPP Options to Valas Investments Pty Ltd (as trustee of Valas Investments), and the issue of Shares on the exercise of those SPP Options, on the terms set out in the Explanatory Notes, is approved.”

Resolution 12 – Issue Executive Director Performance Rights to Mr Duncan Chessell

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of Director Performance Rights to Mr Duncan Chessell (or his nominee) on the terms and conditions set out in the Notice of Meeting and Explanatory Notes.”

Resolution 13 – Issue Director Performance Rights to Mr Craig Farrow

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of Director Performance Rights to Mr Craig Farrow (or his nominee) on the terms and conditions set out in the Notice of Meeting and Explanatory Notes.”

Resolution 14 – Issue Director Performance Rights to Mr Duncan Chessell

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of Director Performance Rights to Mr Duncan Chessell (or his nominee) on the terms and conditions set out in the Notice of Meeting and Explanatory Notes.”

Resolution 15 – Issue Director Performance Rights to Mr Andrew Shearer

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of Director Performance Rights to Mr Andrew Shearer (or his nominee) on the terms and conditions set out in the Notice of Meeting and Explanatory Notes.”

SPECIAL RESOLUTION

Resolution 16 – Approval of 10% Additional Placement Capacity

To consider and, if thought fit, pass the following Resolution as a Special Resolution:

“That, for the purpose of ASX Listing Rule 7.1A, approval is given for the Company to have the additional capacity to issue Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Notes.”

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VOTING INFORMATION, EXCLUSIONS AND PROHIBITIONS

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

Voting prohibition statement in relation to Resolution 1

A vote on this Resolution must not be cast (in any capacity) in favour of the Resolution 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, such 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 of the Meeting and the appointment of the Chair of the Meeting as proxy:

• i) does not specify the way the proxy is to vote on this Resolution; and

• ii) expressly authorises the Chair of the Meeting to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Voting exclusion in relation to Resolutions 3, 4, 5, 6, 7, 8, 9 and 16

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 3, by or on behalf of Acuity and any person who will obtain a material benefit as a result of the proposed issue of ATM Shares or is a counterparty to the issue (except a benefit solely by reason of being a holder of Shares);

• (b) Resolution 4 by or on behalf of participants or a counterparty to the Placement;

• (c) Resolution 5 by or on behalf of SER and any person who will obtain a material benefit as a result of the proposed issue of Consideration Shares (except a benefit solely by reason of being a holder of Shares);

• (d) Resolution 6 by or on behalf of Cedar Resources Pty Ltd or its nominee(s) (if known at the time of the Meeting) and any person who will obtain a material benefit as a result of the proposed issue of Consideration Shares (except a benefit solely by reason of being a holder of Shares);

• (e) Resolution 7, by or on behalf of Acuity and any person who will obtain a material benefit as a result of the proposed issue of ATM Shares or is a counterparty to the issue (except a benefit solely by reason of being a holder of Shares);

• (f) Resolution 8 by or on behalf of participants in, and any person who will obtain a material benefit as a result of, the issue of SPP Shortfall Shares;

• (g) Resolution 9, by or on behalf of any person who participated in the Placement or SPP and any person who will obtain a material benefit as a result of the proposed issue of Options under the Placement or the SPP (except a benefit solely by reason of being a holder of Shares); and

• (h) Resolution 16, by a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue under the 10% Additional Placement Capacity (except a benefit solely by reason of being a holder of ordinary Securities),

or, in each case, any of their Associates.

However, this does not apply to a vote cast in favour of a Resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• 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 of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusions and voting restriction in relation to Resolutions 10 and 11

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 10 by Melcraig Superannuation Pty Ltd (as trustee of the Melcraig Super Fund) and Resolution 11 by Valas Investments Pty Ltd (as trustee of Valas Investments) or, in each case, any other person who will obtain a material benefit as a result of the proposed Resolutions (except a benefit solely by reason of being a holder of Shares) or any Associate of such persons and any persons entitled to participate in the Performance Share Plan.

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However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusions and voting restriction in relation to Resolutions 12, 13, 14 and 15

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of these Resolutions by Mr Craig Farrow, Mr Duncan Chessell and Mr Andrew Shearer and any other person who is eligible to participate in the PSP and any of their respective Associates and any persons entitled to participate in the Performance Share Plan.

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• 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 of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Further, in accordance with the Corporations Act, a vote must not be cast on these Resolutions (and will be taken not to have been cast if cast contrary to this restriction) by a member of the Key Management Personnel, and any Closely Related Party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on these Resolutions. However, the member of the Key Management Personnel or any Closely Related Party of such a member may vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on these Resolutions or by a person who is the Chair of the Meeting at which these Resolutions are voted on and the appointment expressly authorises the Chair of the Meeting to exercise the proxy even if these Resolutions are connected directly or indirectly with the remuneration of a Key Management Personnel.

Important information concerning proxy votes on Resolutions 1, 10, 11, 12, 13, 14 and 15

The Corporations Act places certain restrictions on the ability of Key Management Personnel and their closely related parties to vote on the Resolutions connected directly or indirectly with the remuneration of the Key Management Personnel.

Additionally, the Company will disregard any votes cast as Resolutions 1, 10, 11, 12, 13, 14 and 15 by any person appointed as a proxy by any person who is either a member of the Key Management Personnel or a Closely Related Party of such a member, unless:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (b) it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In particular, Shareholders who intend to appoint the Chair of the Meeting as their proxy (including an appointment by default) are encouraged to direct the Chair of the Meeting as to how to vote on all Resolutions.

If the Chair of the Meeting is appointed, or taken to be appointed, as your proxy, you can direct the Chair of the Meeting to vote for, against or abstain from voting on Resolutions 1, 10, 11, 12, 13, 14 and 15 by marking the box opposite the respective Resolution on the Proxy Form. You should direct the Chair of the Meeting how to vote on these Resolutions.

However, if the Chair of the Meeting is your proxy and you do not direct the Chair of the Meeting how to vote in respect of Resolutions 1, 10, 11, 12, 13, 14 and 15 on the Proxy Form, you will be deemed to have directed and expressly authorised the Chair of the Meeting to vote your proxy in favour of the relevant Resolution. This express authorisation acknowledged that the Chair of the Meeting may vote your proxy even if:

• (a) Resolutions 1, 10, 11, 12, 13, 14 and 15 are connected directly or indirectly with the remuneration of a member or members of the Key Management Personnel for the Company; and

• (b) the Chair of the Meeting has an interest in the outcome of Resolutions 1, 10, 11, 12, 13, 14 and 15 and that votes cast by the Chair of the Meeting for these Resolutions, other than as authorised proxy holder, will be disregarded because of that interest.

Virtual (Online) Voting, Attendance Entitlement and proxy

In response to the global COVID-19 pandemic, the Corporations Act has been modified by the Treasury Laws Amendment (2021 Measures No.1 Bill) 2021, pursuant to which, subject to certain conditions being satisfied, companies required or permitted to hold a meeting pursuant to the Corporations Act may hold the meeting using one or more technologies.

Accordingly, in order to maximise the opportunity for Shareholder participation, the Board has determined that the Meeting will be held virtually (online) via an online platform. There will be no physical Meeting. Both Shareholders and visitors can attend the virtual Meeting which will be broadcast as a live webinar. Please pre-register in advance of the virtual Meeting here:

• https://us02web.zoom.us/webinar/register/WN_ OiEgw65RF6Jj2CbWukcEA

Each Resolution will be decided on a poll, such that every Shareholder shall have one vote for every Share registered in their name as at 6.30pm (ACDT) on 9 November 2021. Shareholders participating in the Meeting will be able to vote directly at any time between the start of the Meeting and the closure of voting as announced by the Chair of the Meeting.

Shareholders who wish to vote virtually on the day of the Meeting will need to login to the Automic website with their username and password https://investor.automic.com.au/#/home.

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should either attend personally via the online platform at the time, date and place of the Meeting set out above or appoint a proxy or proxies to attend or vote on the Member’s behalf. In the interests of public health and safety of our Shareholders, due to the current COVID-19 pandemic, the Company encourages Shareholders to participate in the Meeting via the online platform or, if they are unable to attend personally, to sign and return the Proxy Form to the Company in accordance with the instructions set out on the Proxy Form (as there will be no physical Shareholder Meeting) .

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should appoint the Chair of the Meeting as their proxy to attend and vote on the Member’s behalf. The Company encourages shareholders to appoint the Chair of the Meeting as their proxy.

In order to attend the Meeting, Shareholders, attorneys, proxies and representatives will need to:

• (a) have access to a desktop or mobile/tablet device with internet access to log onto the online platform prior to the commencement of the Meeting;

• (b) open their internet browser and go to https://investor.automic.com.au; (c) login with their username and password or click "register" if they haven't already created an account (Shareholders will need to provide their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) as applicable);

• (d) after logging in, click on "View" from the banner which appears at the top once the Meeting is open for registration; (e) click on "Register" and follow the steps;

• (f) click on the URL to join the Meeting;

• (g) once the Chair of the Meeting has declared the poll open for voting, click on "Refresh" to be taken to the voting screen; and

• (h) select their voting direction and click "confirm" to submit their vote (Note that Shareholders cannot amend their vote after it has been submitted).

A detailed guide on how Shareholders can participate in the Meeting, together with a step-by-step guide to using the online platform, is available to view and download from https://www.automicgroup.com.au/virtual-agms/ ( Online Meeting Guide ).

Shareholders, their proxy, attorney or representative who plan on attending the Meeting are asked to log in to the online platform at least fifteen (15) minutes prior to the scheduled start time for the Meeting using the instructions out in this Notice of Meeting and the Online Meeting Guide, so that Shareholders can be checked against RML’s Share register, or appointment as proxy, attorney or representative can be verified and their attendance noted.

Subject to the connectivity of their devices, at the Meeting, Shareholders will have the opportunity to hear the Chair of the Meeting speak and the discussions which occur at the Meeting, and to ask questions via the online platform.

The situation regarding COVID-19 is evolving rapidly and RML is following the health advice of the Australian Government. Shareholders are encouraged to monitor the Company’s ASX announcements and website for any further updates in relation to arrangement for the Company’s Shareholder Meeting.

Shareholders are encouraged to lodge their Proxy Forms online at https://www.automicgroup.com.au/.

In completing the attached Proxy Form, Members must be aware that where the Chair of the Meeting is appointed as their proxy, they will be directing the Chair of the Meeting to vote in accordance with the Chair of the Meeting’s voting intention unless you indicate otherwise by marking the “For”, “Against” or “Abstain” boxes. The Chair of the Meeting intends to vote undirected proxies in favour of

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each item of business. Members should note that they are entitled to appoint the Chair of the Meeting as a proxy with a direction to cast the votes contrary to the Chair of the Meeting’s voting intention, or to abstain from voting, on any Resolution in the Proxy Form. Also, Members may appoint, as their proxy, a person other than the Chair of the Meeting.

A proxy need not be a Member of the Company. For the convenience of Members, a Proxy Form is enclosed. A Member who is entitled to attend and cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion or number of voting rights each proxy may exercise. If the Member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Member.

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 order to be valid, the Proxy Form must be received by the Company at the address specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 10:30am ACDT on 9 November 2021):

On-line: https://www.automicgroup.com.au/. By mail: Automic GPO BOX 5193 SYDNEY NSW 2001 By hand: Level 5, 126 Phillip Street SYDNEY NSW 2000 By e-mail: meetings@automicgroup.com.au

Any Proxy Forms received after that time will not be valid for the Meeting.

A Member who is a body corporate may appoint a representative to attend the Meeting in accordance with the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting.

For the purpose of determining the voting entitlements at the Meeting, the Directors have determined that Shares will be taken to be held by the registered holders of those Shares at 6:30pm ACDT on 9 November 2021. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By order of the Board

Jaroslaw (Jarek) Kopias Company Secretary Adelaide, 13 October 2021

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ANNUAL GENERAL MEETING - EXPLANATORY NOTES

These Explanatory Notes accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting, and should be read in conjunction with this Notice of Meeting.

If any Shareholder is in doubt as to how they should vote, they should seek advice from their legal, financial or other professional adviser prior to voting.

Introduction

These Explanatory Notes have been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be considered at the Annual General Meeting of the Company. The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.

Terms defined in the Notice of Meeting have the same meaning in these Explanatory Notes.

Receiving financial statements and reports

The Corporations Act requires that Shareholders consider the annual consolidated financial statements and reports of the Directors and auditor every year.

There is no requirement either in the Corporations Act or the Constitution for Shareholders to approve the financial report, the Directors’ report or the auditor’s report. Shareholders will be given a reasonable opportunity at the meeting to:

• a) ask questions about, or make comments on, the management of the Company; and

• b) ask a representative of the Company’s Auditor, Grant Thornton, questions relevant to:

• 1) the conduct of the audit;

• 2) the preparation and content of the Auditor’s Report;

• 3) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and 4) the independence of the Auditor in relation to the conduct of the audit.

A Member who is entitled to cast a vote at the Meeting may submit written questions to the Company’s Auditor if the question is relevant to the content of the Auditor’s report or the conduct of the audit of the annual financial report. A written question must be submitted by giving the question to the Company no later than 5:00pm (ACDT) on Thursday 4 November 2021, being five business days before the day on which the Meeting is to be held and, the Company will then, as soon as practicable after the question has been received, pass the question on to the Auditor.

The Chair of the Meeting will allow a reasonable opportunity at the Annual General Meeting for a representative of the Company’s Auditor to answer any such written questions submitted. If the Company’s Auditor has prepared written answers to written questions, the Chair of the Meeting may allow these to be tabled at the Meeting and such written answers will be available to Members as soon as practicable after the Meeting. The Company will make copies of the question list reasonably available to Members attending the Meeting.

No Resolution is required to be moved in respect of this item of general business.

GENERAL BUSINESS

Resolution 1: Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2021 is set out in the Directors’ Report within the 2021 Annual Report, which is available on the Company’s website: https://www.resolutionminerals.com/. The Remuneration Report sets out the Company’s remuneration arrangements for Directors, including the Managing Director, and members of the Company’s Key Management Personnel.

Section 300A of the Corporations Act requires the Directors to include a Remuneration Report in their report for the financial year. Section 250R(2) of the Corporations Act requires the Remuneration Report to be put to a vote at the Company’s Annual General Meeting. The vote on the Resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

The Directors believe that the Company’s remuneration policies and structures are appropriate relative to the size of the Company and its business.

Board Recommendation : The Board, while noting that each Director has a personal interest in their own remuneration from the Company, recommends that Shareholders vote in favour of Resolution 1.

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Resolution 2: Re-election of Mr Craig Farrow as a Director of the Company

In accordance with clause 13.2 of the Constitution, there must be an election of Directors at each Annual General Meeting. A retiring Director is eligible for re-election.

ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

Clause 13.2 of the Constitution provides that:

• (a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;

• (b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;

• (c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and

• (d) in determining the number of Directors to retire, no account is to be taken of:

• a. a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/or

• b. a Managing Director

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

Accordingly, Mr Craig Farrow is required to retire as a Director of the Company and being eligible, has offered himself for re-election. A resume of Mr Farrow follows:

Mr Craig Farrow , FCA, LLB (Non-Executive Director)

Mr Farrow brings to Resolution a strong commercial background spanning multiple industry sectors over a 30 plus year career. Mr Farrow was a founding director of telecommunications business M2 Group, Chair since 2006, was instrumental in the merger between Vocus Communications and M2 Group Ltd in 2016 and continuing as Deputy Chair of Vocus until February 2018 (ASX:VOC). He has also served as Chair of ASX listed Companies Bulletproof Group (ASX:BPF) and Murray River Organics (ASX:MRG) and multiple unlisted board roles as both a non-executive Director and Chair.

The Board considers Mr Farrow not to be an independent Director as defined in the Corporate Governance Council’s Principles and Recommendations due to his performance right holdings in the Company.

Mr Farrow has been a Director of the Company since 17 August 2020 and is standing for re-election at this AGM.

Board Recommendation : The Directors (other than Mr Farrow who is not entitled to make, and does not make, a recommendation) recommend that Shareholders vote in favour of Resolution 2.

The Chair of the Meeting intends to vote all undirected proxies in favour of the re-election of Mr Farrow.

Resolutions 3 and 4: Ratification of 22,000,000 ATM Shares issued on 30 April 2021 and Ratification of 84,418,223 Placement Shares issued on 22 September 2021

On 30 April 2021, the Company announced an issue of 22,000,000 Shares to Acuity under an At-the-Market deed under the Company’s 15% placement capacity under ASX Listing Rule 7.1.

On 15 September 2021, the Company announced that it received firm commitments to issue 84,418,223 Shares under a private placement of Shares ( Placement ). The issue of Shares was undertaken under the Company’s 15% placement capacity under ASX Listing Rule 7.1 (41,850,262 Shares) and 10% Additional Placement Capacity under ASX Listing Rule 7.1A (42,567,961 Shares). The Shares were subsequently issued on 22 September 2021.

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 and ASX Listing Rule 7.1A limit the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% and 10% respectively of the fully paid ordinary shares it had on issue at the start of that period.

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The relevant Shares issued to participants in the Placement and ATM Shares did not fall within an exception and were issued without Shareholder approval under the Company’s 15% placement capacity under ASX Listing Rule 7.1 and the Company’s 10% placement capacity under ASX Listing Rule 7.1A.

ASX Listing Rule 7.4 allows the shareholders of a listed company to subsequently ratify the previous issues of securities made without prior shareholder approval under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A, provided the issue did not breach the maximum thresholds set by ASX Listing Rule 7.1 and ASX Listing Rule 7.1A. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under those rules.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A and thus the Company is seeking ratification of the Shares issued pursuant to the Placement and ATM Share issue by Resolutions 3 and 4. The Company confirms that the issue and allotment of the Shares did not breach ASX Listing Rule 7.1 and ASX Listing Rule 7.1A at the date of issue.

If Resolutions 3 and 4 are passed, the Shares issued pursuant to the Placement and ATM Shares will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% Additional Placement Capacity limit in ASX Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.

If Resolutions 3 and 4 are not passed, the relevant issues will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% Additional Placement Capacity limit in ASX Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.

ASX Listing Rule 7.5 contains certain requirements as to the contents of a Notice sent to Shareholders for the purpose of ASX Listing Rule 7.4 and the following information is included in these Explanatory Notes for that purpose:

	Resolution 3	Resolution 4
Party1	The ATM Shares were issued to Acuity.	The Placement Shares were issued to various investors who did not require a disclosure document and who were identified and selected by the Company in consultation with the Company’s corporate advisers for the Placement, Fresh Equities.
Number and Class of Securities issued	22,000,000 Shares were issued under ASX Listing Rule 7.1. The Shares are fully paid ordinary shares.	84,418,223 Shares were issued under ASX Listing Rule 7.1 (41,850,262 Shares) and ASX Listing Rule 7.1A (42,567,961 Shares). The Shares are fully paid ordinary shares.
Date of issue	The ATM Shares were issued on 30 April 2021.	The Placement Shares were issued on 22 September 2021.
Consideration	The Shares were issued at a price $nil per Share.	The Shares were issued at a price $0.02 (2.0 cents) per Share.
Terms	Shares rank equally with all other Shares on issue.	Shares rank equally with all other Shares on issue.
Purpose	Issued as collateral shares under an At-the-Market (ATM) Subscription Agreement with Acuity.	The funds raised from the Placement will be used for drilling and regional exploration at the Benmara Project, trenching and regional exploration at the 64North Project, working capital and Australian battery & precious metals project generation.
Material terms of agreement	The ATM provides a mechanism by which the Company may request that Acuity subscribe for Shares, by issuing an ‘Activation Notice’ and, if in response to that notice, Acuity issues a Subscription Notice, Acuity agrees to subscribe for Shares and pay the applicable ‘Issue Price’ to the Company and the Company agrees to issue Shares to Acuity. The material terms of the ATM are set out in Appendix 3.	The relevant placement agreements included various conditions for a placement agreement of this sort.

1 None of the parties are related parties of the Company.

11

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolutions 3 and 4.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the ratification of 22,000,000 ATM Shares issued on 30 April 2021 and 84,418,223 Placement Shares issued on 22 September 2021.

Resolutions 5, 6, 7 and 8: Issue of Benmara Consideration Shares, Issue of Murphy Consideration Shares, Issue of Acuity ATM Shares and Issue up to 75,000,000 SPP Shortfall Shares

The Company seeks Shareholder approval, for the purposes of Listing Rule 7.1, to issue $250,000 in Benmara Consideration Shares pursuant to the acquisition of the Benamara Project from SER announced on 15 December 2020. The consideration for the final stage of the agreement of outright purchase of EL32228 shall comprise a payment of $250,000 in RML shares or cash, at RML’s election. The number of shares to be issued will be calculated using the VWAP over the 5 day period prior to RML’s election to proceed. The Company may elect, at the end of the option period to “walk away” with the vendor retaining an unencumbered 100% interest in EL32228 following the 12 month evaluation of the tenement. This Resolution is proposed in the event that RML elects to retain the Benmara Project, currently undergoing evaluation via exploration drilling, and further elects to fund the final acquisition via issue of Shares.

On 30 April 2021, the Company announced an issue of 22,000,000 Shares to Acuity under an At-the-Market deed under the Company’s 15% placement capacity under ASX Listing Rule 7.1. Resolution is seeking approval for the issue of up to a further 30,000,000 ATM Shares to replace the collateral Shares currently on issue under the ATM with Acuity.

On 15 September 2021, the Company announced that it is undertaking an SPP seeking to raise $1.5 million. In the event that the targeted amount under the SPP is not reached, the Company may seek to place the SPP shortfall, up to 75,000,000 Shares.

On 27 September 2021, the Company announced that it had entered into an agreement for the right to acquire Exploration Licences EL31287 and EL32229 (Murphy Project) from Cedar Resources Pty Ltd in the Northern Territory. The consideration payable for the acquisition is 2,469,984 Shares – being the VWAP over the 5 day period prior to RML’s execution of the Murphy Project agreement. The consideration for the final stage of the agreement, being the outright purchase of EL31287 and EL32229 shall comprise a payment of $250,000 in RML shares or cash, at RML’s election. The number of shares to be issued will be calculated using the VWAP over the 5 day period prior to RML’s election to proceed. The Company may elect, at the end of the option period to “walk away” with the vendor retaining an unencumbered 100% interest in EL31287 and EL32229 following the 12 month evaluation of the tenement by September 2022.

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

Exception 17 of ASX Listing Rule 7.1 provides that an agreement to issue equity securities that is conditional on the holders of the listed company’s ordinary securities approving the issue before the issue is made shall be an exception to this prohibition, provided that if an entity relies on this exception the listed company must not issue the equity securities without such approval.

Accordingly, Resolution 5 seeks the required Shareholder approval for the issue of the Shares, at RML’s election, required to be issued to SER for the purpose of acquisition of the Benmara Project. Resolution 6 seeks the required Shareholder approval for the issue of the Shares required to be issued to Cedar for the purpose of acquisition of the Murphy Project.

If Resolutions 5, 6, 7 and 8 are passed, the Company will be able to proceed with the issue of Shares to SER to acquire the Benmara Project, issue of Shares to Cedar to acquire the Murphy Project, issue the ATM Shares and issue the SPP Shortfall Shares. In addition, the Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolutions 5, 6, 7 and 8 are not passed, the Company will not be able to proceed with the issue of Shares to SER and will be required to acquire the Benmara Project via cash payment, in the event that the Company proceeds with the Benmara Project. Further, the Company will not be able to acquire the Murphy Project via issue of Shares and will be required to settle the acquisition via cash payment. Finally, the issue of ATM Shares and SPP Shortfall Shares will be issued from the Company’s 15% placement capacity, if available.

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In accordance with the requirements of Listing Rule 7.3 the following information is provided in respect of the proposed issue of Shares the subject of Resolutions 5, 6, 7 and 8:

	Resolution 5	Resolution 6	Resolution 7	Resolution 8
Party1	The Shares were agreed to be issued to SER or its nominee(s).	The Shares were agreed to be issued to Cedar Resources Pty Ltd or its nominee(s).	Acuity (or its nominee).	Participants in the Company’s SPP.
Number and Class of Securities issued	At RML’s election, $250,000 in Shares will be issued at a price that is calculated using the VWAP over the 5 day period prior to RML’s election to proceed with the Benmara Project acquisition.	2,469,984 fully paid ordinary Shares.	Up to 30,000,000 fully paid ordinary Shares.	Up to 75,000,000 SPP Shortfall Shares were issued under. The Shares are fully paid ordinary shares.
Date of issue	No later than 14 December 2021, being the 12 month period from execution of the Benmara acquisition agreement (unless extended) and in any case, within three (3) months of the date of the Meeting.	Within three (3) months of the date of the Meeting.	Within three (3) months of the date of the Meeting.	Within three (3) months of the date of the Meeting.
Consideration	The Shares are consideration of $250,000 for the acquisition of Exploration Licence EL32228.	The Shares are issued as consideration for the Company acquiring the option to acquire Exploration Licences EL31287 and EL32229. The consideration is determined as having a value of $50,000, at approximately $0.02 (2.0 cents) each.	The Shares will be issued at prices determined under the ATM deed. The material terms of the ATM are set out in Appendix 3.	The Shares will be issued at a price $0.02 (2.0 cents) per Share.
Terms	Shares rank equally with all other Shares on issue.	Shares rank equally with all other Shares on issue.	Shares rank equally with all other Shares on issue.	Shares rank equally with all other Shares on issue.
Purpose	Acquisition of option to acquire the Benmara Project - Exploration Licence EL32228.	Acquisition of option to acquire Exploration Licences EL31287 and EL32229.	Issued as collateral shares under an At-the- Market (ATM) Subscription Agreement with Acuity for working capital purposes.	The funds raised from the Placement will be used for drilling and regional exploration at the Benmara Project, trenching and regional exploration at the 64North Project, working capital and Australian battery & precious metals project generation.
Material terms of agreement	The relevant acquisition agreement provides, among other things: - That the acquisition price was $100,000 in Shares, at approx. 0.04 (4.0 cents) each. - Outright purchase shall comprise a further payment of $250,000 in RML	The relevant acquisition agreement provides, among other things: - That the acquisition price was $50,000 in Shares, at approx. 0.02 (2.0 cents) each. - Outright purchase shall comprise a further payment of $250,000 in RML	The ATM provides a mechanism by which the Company may request that Acuity subscribe for Shares, by issuing a ‘ATM Activation Notice’ and, if in response to that notice, Acuity issue a Subscription Notice, Acuity agrees to subscribe for Shares and	As contained in the Share Purchase Plan Offer Booklet dated 17 September 2021.

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	Resolution 5	Resolution 6	Resolution 7	Resolution 8
	Shares (subject to shareholder approval) or cash, at RML’s election. - Usual warranties and indemnities for a transaction of this sort.	Shares (subject to shareholder approval) or cash, at RML’s election. - Usual warranties and indemnities for a transaction of this sort.	pay the applicable ‘Issue Price’ to the Company and the Company agrees to issue Shares to Acuity. The material terms of the ATM are set out in Appendix 3.

1 None of the parties are related parties of the Company.

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolutions 5, 6, 7 and 8.

The Chair of the Meeting intends to vote all undirected proxies in favour of the issue of Benmara Consideration Shares, issue of Murphy Consideration Shares, issue of Acuity ATM Shares and issue up to 75,000,000 SPP Shortfall Shares.

Resolution 9: Issue of 82,209,111 Options

As noted in the Explanatory Notes for Resolution 4, on 15 September 2021, the Company announced that it received firm commitments to issue 84,418,223 Shares under the Placement and intended to undertake an SPP. The SPP is targeting to raise up to approximately $1,500,000.

Participants in the Placement are entitled to receive, for no additional consideration, one (1) Option for every two (2) Shares received under the Placement, having an exercise price of $0.03 per Share and a 2 year term and the Company also intends to offer participants in the SPP the right subscribe for Options on the same terms.

As noted in Resolution 4, broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Exception 17 of ASX Listing Rule 7.1 provides that an agreement to issue equity securities that is conditional on the holders of the listed company’s ordinary securities approving the issue before the issue is made shall be an exception to this prohibition, provided that if an entity relies on this exception the listed company must not issue the equity securities without such approval.

Resolution 9 seeks the required Shareholder approval for the issue of the Options to:

• participants in the Placement; and

• participants in the SPP,

under, and for the purposes of, ASX Listing Rule 7.1.

If Resolution 9 is passed, the Company will be able to proceed with the issue of Options to these participants and supporters of the capital raising. In addition, the Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of Options to the participants in the Placement or the SPP.

Pursuant to Resolution 9, the Company seeks Shareholder approval, for the purposes of Listing Rule 7.1, to issue up to 82,209,111 Options in relation to the Placement and SPP as follows:

Party	Proposed Options	Comments
Participants in the Placement	42,209,111
Participants in the SPP (excluding Directors)	40,000,000	SPP targeting $1.5 million
Subtotal	82,209,111
Directors	625,000	Pursuant to Resolutions 10 and 11
Total	82,834,111

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In accordance with the requirements of Listing Rule 7.3 the following information is provided in respect of the Options:

	Placement	SPP
Party	Participants in the Placement, being various investors who did not require a disclosure document and who were identified and selected by the Company in consultation with Fresh Equities. None of the parties are related parties of the Company.	Participants in the Company’s SPP (other than entities associated with Directors), being Eligible Shareholders for the purpose of the SPP.
Number of Options to be issued	42,209,111 Options	40,000,00 Options
Material Terms of Options	The material terms of the Options are detailed in Appendix 1. The Shares issued upon the exercise of Options will be fully paid ordinary shares and will rank equally in all respects with all other Shares on issue as at the date of their issue.
Date of issue	The allotment of the Options the subject of Resolution 9 will occur as soon as reasonably practicable following the meeting and, in any event, within three (3) months.
Price, Consideration, Purpose	The Options were and will be issued for no issue price or additional consideration as part of the terms of the capital raising outlined in this Notice of Meeting. No funds were or will be raised upon the issue of Options as they were and will be issued for no additional consideration. Funds will be raised upon the exercise of Options and will be used to progress the Company’s exploration activities and for working capital purposes at that time.
Material terms of agreement	The relevant placement agreement provided that the acquisition price of Shares was $0.02 per Share and included various other conditions usual for a placement of this sort.	As contained in the Share Purchase Plan Offer Booklet dated 17 September 2021 and to be contained in the prospectus to be issued for the Options pursuant to the SPP.

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolution 9.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the issue of up to 82,209,111 Options.

Resolutions 10 and 11: Issue of 250,000 SPP Options to Melcraig Superannuation Pty Ltd (an entity associated with Director Craig Farrow) and Issue of 375,000 SPP Options to Valas Investments Pty Ltd (an entity associated with Director Andrew Shearer)

Background

As noted in the Explanatory Notes for Resolution 4, on 15 September 2021, the Company announced that it received firm commitments to issue 84,418,223 Shares under the Placement and intended to undertake an SPP. The SPP is targeting to raise up to approximately $1,500,000.

RML Directors Craig Farrow and Andrew Shearer ( SPP Participating Directors ) are intending to participate in the SPP and apply for Options, via their associated Shareholding vehicles, on the same terms as other SPP applicants, subject to the Company obtaining Shareholder approval to such issue.

ASX Listing Rule Requirements

ASX Listing Rule 10.13 requires Shareholder approval for the issue of securities to a Director of the entity, an Associate of the Director, or a person whose relationship with the entity, Director or Associate of the Director is, in ASX’s opinion, such that approval should be obtained.

Exception 4 to ASX Listing Rule 10.13 includes an exception whereby the Directors may participate in the SPP for Shares. However, as the SPP includes the ability for all Eligible Shareholder to subscribe for Options, for no additional consideration, that exception does not extend to the proposed issue of Options pursuant to the SPP.

Accordingly, as the SPP Participating Directors are Directors of the Company, Shareholder approval is being sought for the issue of a total of 625,000 Options to the SPP Participating Directors on the terms set out below.

If approval of the issue of the Options is given under Listing Rule 10.13, approval is not required under Listing Rule 7.1 and the Options will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% Additional Placement Capacity limit in ASX Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12month period following the date of issue.

If Resolutions 10 and 11 are not passed, the Company will be precluded from issuing the Options to the SPP Participating Directors.

15

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party. The SPP Participating Directors are Directors and are therefore each a related party of the Company.

The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of Options, pursuant to Resolutions 10 and 11, on the basis that exception in section 210 of the Corporations Act applies as the SPP Participating Directors are proposing to participate in the SPP on the same terms as other applicants.

ASX Listing Rules Disclosure

ASX Listing Rule 10.11 provides that a Company must not issue or agree to issue securities to a Director, without first obtaining shareholder approval.

ASX Listing Rule 10.13 requires that the following information to be provided to Shareholders when seeking an approval for the purposes of ASX Listing Rule 10.11:

Party	Melcraig Superannuation Pty Ltd A/C>, an entity associated with Mr Craig Farrow, a Director of the Company and, therefore, a person falling within category 10.11.1. of the Listing Rules.	Valas Investments Pty Ltd A/C>, an entity associated with Mr Andrew Shearer, a Director of the Company and therefore a person falling within category 10.11.1. of the Listing Rules.
Securities issued	The maximum number of Options to be issued to Mr Farrow is 250,000 Options.	The maximum number of Options to be issued to Mr Shearer is 375,000 Options.
Terms	The material terms of the Options are detailed in Appendix 1. Shares issued upon the exercise of Options will be fully paid ordinary shares and will rank equally in all respects with all other Shares on issue as at the date of their issue.
Date of issue	The Options the subject of Resolutions 10 and 11 are proposed to be issued no later than 1 month after the Meeting, subject to any waiver or relief that ASX may grant to permit their later issue.
Consideration	The Options were and will be issued for no issue price or additional consideration as part of the terms of the capital raising outlined in this Notice of Meeting. No funds were or will be raised upon the issue of Options as they were and will be issued for no additional consideration. Funds will be raised upon the exercise of Options and will be used to progress the Company’s exploration activities and for working capital purposes at that time.
Material terms of agreement	As contained in the Share Purchase Plan Offer Booklet dated 17 September 2021 and to be contained in the prospectus to be issued for the Options pursuant to the SPP.
Purpose	The Options are being offered to participants in the SPP, for no additional consideration, and will be offered to the SPP Participating Directors on the same terms as other applicants in the SPP.

Board Recommendation

The SPP Participating Directors decline to make a recommendation to Shareholders in relation to their respective Resolutions due to their material personal interest in the outcome of Resolutions 10 and 11 on the basis that they will be issued 625,000 Options in total should Resolutions 10 and 11 be passed.

The SPP Participating Directors do not have a personal interest in the outcome of the Resolutions related to the issue of Options to the other Directors. The Directors (other than the SPP Participating Directors in relation to their own Resolution) recommend that Shareholders vote in favour of Resolutions 10 and 11.

The Directors make the recommendation above for the following reasons:

• the issue of Options to the SPP Participating Directors will better align the interests of the SPP Participating Directors with those of Shareholders;

• the issue of the Options is reasonable and appropriate as the SPP Participating Directors are proposing to participate in the SPP on the same terms as other applicants; and

• it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options on the terms proposed.

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The Board (apart from the SPP Participating Directors, to the extent that the recommendation applies to their Options, make no recommendation in relation to the Resolution as it relates to themselves) recommends that shareholders vote IN FAVOUR of Resolutions 10 and 11.

The Chairman of the Meeting intends to vote all undirected proxies IN FAVOUR of Resolutions 10 and 11.

Resolutions 12, 13, 14 and 15: Issue of Performance Rights to Mr Duncan Chessell and to the Participating Directors

Background

Mr Duncan Chessell is the Managing Director of the Company with responsibility for the management and oversight of the Company’s operations. Mr Chessell’s remuneration comprises a base remuneration component and other cash benefits. Mr Shearer and Mr Farrow are non-executive Directors with responsibility of steering and oversight of the Company. For the purpose of remunerating Mr Chessell, Mr Shearer and Mr Farrow ( Participating Directors ) based on their qualifications and experience within the minerals exploration market and the desire to preserve cash, the Board has determined to include an incentive based component to their remuneration package. The Participating Directors have been invited by the board of the Company to receive up to 1,250,000 Director Performance Rights if approved by Members at this Meeting. Mr Chessell has further been invited by the board of the Company to receive up to 2,000,000 Executive Director Performance Rights if approved by Members at this Meeting.

Reason for approval – Listing Rules

ASX Listing Rule 10.11 requires Shareholder approval for the issue of securities to a related party, or a person whose relationship with the entity, or a related party is, in ASX’s opinion, such that approval should be obtained. A Director is a related party of the Company. Accordingly, the Participating Directors are related parties of the Company due to their position as Directors and are therefore persons falling within category 10.11.1 of Listing Rule 10.11.

The Participating Directors are Directors of the Company. Accordingly, shareholder approval is sought for the issue of a total of 1,250,000 Director Performance Rights to Mr Craig Farrow, Mr Duncan Chessell and Mr Andrew Shearer and (the Participating Directors) (or their nominees) on the terms set out below and a further 2,000,000 Executive Director Performance Rights to Mr Duncan Chessell. If approval of the issue of the Performance Rights is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1. The issue of Director Performance Rights and Executive Director Performance Rights to the Participating Directors will therefore not be included in the 15% calculation for the purposes of Listing Rule 7.1.

All Performance Rights are proposed to be issued under the Company’s PSP.

If Resolutions 12, 13, 14 and 15 are approved, then the Participating Directors will receive the relevant Performance Rights.

If Resolutions 12, 13, 14 and 15 are not approved, no Performance Rights will be issued to the Participating Directors pursuant to the PSP.

Reason for approval – Corporations Act

The Corporations Act restricts the Company from giving certain “benefits” to certain persons (those who hold a managerial or executive office, as defined in the Corporations Act) on ceasing their employment with the Company ( Termination Benefits ), in the absence of prior shareholder approval unless an exemption applies.

The term “benefit” is defined broadly in the Corporations Act and includes benefits arising from the Board exercising its discretion under the rules of the PSP.

Accordingly, Resolutions 12, 13, 14 and 15 also seek Shareholder approval for the purpose of the Company providing these Termination Benefits to the Participating Directors in accordance with the terms of the PSP.

Specifically, Shareholder approval is being sought to enable the Board to exercise certain discretions under the PSP, including the discretion to determine to waive some or all of the vesting conditions attaching to Performance Rights or accelerate their vesting, where a participant ceases to be employed or engaged by the Company, including as a result of redundancy, death, total or permanent incapacity and other circumstances determined by the Board.

This approval is being sought in respect of the current participation in the PSP, and the Termination Benefits that may arise if and when any Participating Director ceases to be engaged by the Company.

Other than as expressly set out in Resolutions 12, 13, 14 and 15, no Director will participate in the PSP unless separate Shareholder approval is first obtained.

For the purposes of section 200E of the Corporations Act, the Company advises that various matters will or are likely to affect that value of the Termination Benefits that the Board may give under the PSP and, therefore the value of the Termination Benefits cannot be determined in advance.

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The value of a particular benefit resulting from the exercise of the Board’s discretion under the PSP will depend on factors such as the Company’s share price at the time of the exercise of this discretion and the number of Performance Rights that the Board decides to waive the exercise conditions in respect of or for which the vesting date is accelerated. Some of the factors that may affect the value of the Termination Benefits are as follows:

• (a) the nature and extent of any exercise conditions waived by the Board;

• (b) the number of exercise conditions that have been satisfied at the time that the Board exercises this discretion; and

• (c) the number of unexercised Performance Rights that the Participating Director holds at the time that this discretion is exercised.

Issue of Performance Rights to Participating Directors

Upon approval at this Meeting, the Company intends to issue 1,250,000 Director Performance Rights to each Participating Director and 2,000,000 Executive Director Performance Rights to Mr Chessell within 5 business days of the Meeting. The Performance Rights will vest in tranches upon each performance hurdle being met as approved by the Board. The Company will not issue the Performance Rights later than 12 months after the Meeting.

In the event that all Performance Rights vest upon satisfaction of the Key Performance Indicators ( KPIs ) (summarised below), the maximum number of Shares that would be issued to the participating Directors is 1,250,000 and a further 2,000,000 Executive Director Performance Rights to Mr Chessell. The Shares to be issued upon vesting of the Performance Rights will all be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares at the date of issue.

The Company advises that there are no loans provided to the Participating Directors in relation to the issue of Performance Rights.

Further key terms of the PSP are included in Appendix 2 to this Notice.

Issue Price and Exercise Price

There is no issue price and consequently there are no funds raised upon issue of the Performance Rights as they are issued for nil consideration. Each Performance Right issued to the Directors will have a nil exercise price.

Key Performance Indicators

The Performance Rights vest and become exercisable if the KPI hurdle is satisfied by the Lapsing date.

Where KPI’s are met and Performance Rights are exercised, Shares on the exercise of Performance Rights are expected to be issued progressively over the three year period.

Performance Rights will lapse approximately three years after vesting date if the KPI hurdles are not met.

TABLE 1

KPI	Director	Maximum number of Director Performance Rights which vest **upon achieving KPI’s **	Maximum number of Executive Director Performance Rights **which vest upon achieving KPI’s **
Share Price KPI	C Farrow	1,250,000	-
Share Price KPI	D Chessell	1,250,000	-
Short term incentive KPI	D Chessell	-	2,000,000
Share Price KPI	A Shearer	1,250,000	-
TOTAL		3,750,000	2,000,000

Share Price KPI

The Director Performance Rights will vest upon the Company’s share price exceeding a VWAP equal to 140% of the 5 day VWAP prior to the 2021 AGM at any time in the period to 31 December 2023 for a period of at least 1 month.

The KPI’s relate to the Participating Directors’ and the Company’s performance during the period 11 November 2021 to 31 December 2023.

Short-term incentive KPI

The Executive Director Performance Rights vest and become exercisable if KPI hurdles are satisfied by 31 December 2022 and are at the discretion of the Board. The Board will determine a number of short-term KPI’s for the 2022 calendar year and will consider vesting conditions including, but not limited to exploration management, project generation, RML share price performance and budget management.

The Executive Director Performance Right KPI’s relate to Mr Chessell’s and the Company’s performance during the 12 month period ending on to 31 December 2022. Executive Director Performance Rights will lapse by 31 March 2023 if the KPI hurdle is not met and will be exercisable until 31 December 2025 if the rights vest.

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TABLE 2

TABLE 2
Director	Maximum number of Performance Rights vesting	Grant date1	Vesting date	Lapsing date2
C Farrow	1,250,000	11 Nov 2021	31 Dec 2023	11 Nov 2026
D Chessell	1,250,000	11 Nov 2021	31 Dec 2023	11 Nov 2026
D Chessell	2,000,0003	11 Nov 2021	31 Dec 2022	31 Dec 2025
A Shearer	1,250,000	11 Nov 2021	31 Dec 2023	11 Nov 2026
TOTAL	5,750,000

1 Within 5 business days of receipt of Shareholder approval.

2 Unvested Director Performance Rights will expire within 3 months of the Participating Director ceasing to hold office with the Company if earlier than vesting date. The Board will have 3 months from the end of the KPI measurement period to determine whether the rights have vested based on a KPI.

3 Executive Director Performance Rights

Should the Participating Director cease to be an officer of the Company, the corresponding unvested Performance Rights will expire within 3 months of their departure.

Participating Director total current remuneration

The Participating Directors are remunerated as listed below.

TABLE 3

TABLE 3
Director	Full year amount	2020/21 payments1
C Farrow2	$60,000	$46,835
D Chessell	$235,000	$229,167
AShearer	$40,000	$40,000

1 Cash remuneration for the year ended 30 June 2021.

2 Commenced as chairman from 2020 annual general meeting increasing Director’s fee to $60,000 per annum.

The participating Directors have the following relevant interest in Equity Securities of the Company:

TABLE 4

TABLE 4
Director	Shares	Unlisted options	Listed options	Performance Shares	Performance Rights
C Farrow	2,054,286	750,000	214,286	-	500,000
D Chessell	1,535,005	89,285	35,715	2,458,125	5,800,000
A Shearer	1,339,412	178,571	92,270	1,125,000	1,000,000

If all of the Performance Rights granted to the Participating Directors vest and are exercised, then a total of 5,750,000 new Shares would be issued. This will increase the number of Shares on issue from 532,097,837 to 537,847,837 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by approximately 1.08%.

The market price for Shares during the term of the Performance Rights will affect the value of the perceived benefit given to the Participating Directors. If, at any time, any of the Performance Rights vest, then there may be a perceived cost to RML. The trading history of Shares on ASX in the 12 months before the date of this Notice (to 28 September 2021) are:

TABLE 5

TABLE 5
	Price	Date
Highest	$0.049	20 and 21 October 2020
Lowest	$0.018	11 August 2021
Last	$0.020	28 September 2021

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

The Participating Directors are Directors so are related parties of the Company. In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Director Performance Rights and Executive Director Performance Rights, pursuant to Resolutions 12, 13, 14 and 15 as the exception in section 211 of the Corporations Act applies. Shareholder approval must nonetheless be obtained pursuant to ASX Listing Rule 10.11. The Performance Rights which are proposed to be issued are considered by the Board to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

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ASX Listing Rules Disclosure

ASX Listing Rule 10.11 provides that a Company must not issue or agree to issue securities to a related party (a Director), without first obtaining shareholder approval.

ASX Listing Rule 10.13 requires that the following information be provided to Shareholders when seeking an approval for the purposes of ASX Listing Rule 10.11:

• (a) the Performance Rights will be issued to nominees of the Participating Directors;

• (b) all the Participating Directors are related parties pursuant to category 10.11.1 of the Listing Rules;

• (c) the number of Performance Rights to be issued is up to a total of 5,750,000;

• (d) the issue of the Performance Rights subject of Resolutions 12, 13, 14 and 15 will occur 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 Listing Rules) but will vest upon meeting the required KPIs;

• (e) the Performance Rights will be issued for no consideration and no consideration is payable by the Participating Directors upon the exercise and conversion of the Performance Right to a Share; and

• (f) no funds will be raised upon the issue of Performance Rights.

Board Recommendation

The Participating Directors decline to make a recommendation to Shareholders in relation to Resolutions 12, 13, 14 and 15 due to their material personal interest in the outcome of the Resolutions on the basis that they are to be issued 1,250,000 Director Performance Rights each should Resolutions 13, 14, and 15 be passed and Mr Chessell will be issued a further 2,000,000 Executive Director Performance Rights should Resolution 12 be passed.

With the exception of the Performance Rights to themselves, no other Director has a personal interest in the outcome of Resolutions 12, 13, 14 and 15. The Directors (other than in respect of Performance Rights that relate to themselves) recommend that Shareholders vote in favour of Resolution 12, 13, 14 and 15 for the following reasons:

• the issue of Performance Rights to the Participating Directors will better align the interests of the Participating Directors with those of Shareholders;

• the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as 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 cash payments were given to the Participating Directors under their employment arrangements; and

• it is not considered that there aren’t any significant opportunity costs to RML or benefits foregone by RML in the issue of Performance Rights on the terms proposed.

In forming their recommendations, each Director considered the experience of the Participating Directors, the skills the Participating Directors bring to the Company and the current market price of Shares when determining the number of Director Performance Rights to be issued.

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 12, 13, 14 and 15.

SPECIAL RESOLUTION

Resolution 16: Approval of 10% Additional Placement Capacity

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued Share capital through placements over a 12 month period after the Annual General Meeting at which approval by special resolution of the issue is obtained ( 10% Placement Facility ). This 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1 and allows the Company to issue up to 25% of its issued capital in total.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity at the date of this Notice of Meeting and must remain compliant with the requirements of Listing Rule 7.1A at the date of the Meeting to be able to utilise the additional capacity to issue Equity Securities under that Listing Rule.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities.

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The Company is now seeking Shareholder approval by way of a Special Resolution which requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

If Resolution 16 is passed, the Directors will be able to issue Equity Securities in the Company for up to 10% of the Company’s Securities on issue during the period up to 12 months after the Meeting, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

If Resolution 16 is not passed, the Directors will be unable to issue Equity Securities under the Company's 10% Additional Placement Capacity and the Company will be unable to raise funds using the Company's 10% Additional Placement Capacity.

Number of Securities

The formula for calculating the maximum amount of Securities to be issued or agreed to be issued under the 10% Placement Facility is calculated as follows:

(A x D) – E

A is the number of fully paid ordinary Securities on issue 12 months before the date of issue or agreement:

• plus the number of fully paid ordinary Securities issued in the 12 months under an exception in Listing Rule 7.2 (other than exception 9, 16 or 17);

• plus the number of fully paid ordinary Securities issued in the 12 months on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • the convertible securities were issued or agreed to be issued before the commencement of the 12 months; or

  • the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• plus the number of fully paid ordinary Securities issued in the 12 months under an agreement to issue Securities within Listing Rule 7.2 exception 16 where:

• the agreement was entered into before the commencement of the 12 months; or

• the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• plus the number of partly paid ordinary Securities that became fully paid in the 12 months;

• plus the number of any other fully paid ordinary Securities issued in the 12 months with approval under Listing Rule 7.4 (excluding an issue of Shares under the Company’s 15% placement capacity without Shareholder approval);

• less the number of fully paid ordinary Securities cancelled in the 12 months.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under this Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement and where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

The ability to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

A number of scenarios showing potential issues under Listing Rule 7.1A are detailed in Table 6 .

As at the date of this Notice of Meeting, the Company does not have any intention to issue any Equity Securities under ASX Listing Rule 7.1A.

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolution 16.

The Chair of the Meeting intends to vote all undirected proxies in favour of approval of 10% Additional Placement Capacity.

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Additional Placement Capacity as follows:

1. Timing

• The date by which the Equity Securities may be issued is the earlier of:

• i) 12 months after the date of this Annual General Meeting;

• ii) the time and date of the Company's next annual general meeting; and

• iii) the time and date of approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

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2. Minimum issue price

The issue price of Equity Securities issued under this 10% Additional Placement Capacity must be in an existing quoted class of the Company's Equity Securities and issued for a cash consideration per security which is not less than 75% of the VWAP for Securities in that class, calculated over the 15 trading days on which trades 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 trading days of the date in paragraph i), the date on which the Securities are issued.

3. Purposes for which Equity Securities may be issued

• The Company may seek to issue the Equity Securities to use the funds raised towards an acquisition of new projects, assets or investments (including expenses associated with such acquisition), continued exploration or development expenditure on the Company’s current assets and/or general working capital. Shares issued under the 10% Additional Placement Capacity will be for cash consideration only.

4. Risk of economic and voting dilution If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Additional Placement Capacity, there is a risk of economic and voting dilution to existing Shareholders, including the risk that:

• i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting in which the approval under rule 7.1A is given; and

• ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date.

Table 6 below 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. The number of ordinary Securities on issue may increase as a result of ordinary Securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future meeting of Shareholders; and

• ii) two examples where the issue price of ordinary Securities has decreased by 50% and increased by 100% as against the current market price.

TABLE 6

TABLE 6	TABLE 6
Variable “A” in Listing Rule 7.1A.2			Dilution
		$0.014 50% decrease in issueprice	$0.028 Issue Price	$0.056 100% increase in issueprice
Current Variable A 532,097,837 Shares	10% voting dilution Funds raised	53,209,783 Shares $745,000	53,209,783 Shares $1,490,000	53,209,783 Shares $2,980,000
50% increase in current Variable A 798,146,756 Shares	10% voting dilution Funds raised	79,814,675 Shares $1,117,000	79,814,675 Shares $2,235,000	79,814,675 Shares $4,470,000
100% increase in current Variable A 1,064,195,674 Shares	10% voting dilution Funds raised	106,419,567 Shares $1,490,000	106,419,567 Shares $2,980,000	106,419,567 Shares $5,959,000

Table 6 has been prepared on the following assumptions:

• Variable A being 532,097,837 Shares as at the date of this Notice of Meeting;

• The issue price set out above is based on a price of 2.8 cents, being approximate the 12 month weighted average price of RML Shares to 28 September 2021.

• The Company issues the maximum number of Equity Securities available under the 10% Additional Placement Capacity.

• The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

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• The 10% voting dilution reflects the aggregate percentage dilution against the issued capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• Table 6 does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Additional Placement Capacity, pursuant to an exception set out in Listing Rule 7.2 or any other issue with the approval of shareholders.

• Table 6 shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• The funds raised have been rounded to the nearest thousand dollars.

5. Allocation policy

The Company’s allocation policy is dependent upon the prevailing market conditions at the time of any proposed issue pursuant to the 10% Additional Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to, but not limited to, the following factors:

• i) The purpose of the issue;

• ii) the methods of raising funds that are available to the Company, but not limited to, rights issues or other issues in which existing security holders can participate;

• iii) the effect of the issue in the Equity Securities on control of the Company;

• iv) the financial situation and solvency of the Company;

• v) prevailing market conditions; and

• vi) advice from corporate, financial and broking advisors (if applicable).

The allottees under the 10% Additional Placement Capacity have not been determined as at the date of this Notice, but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

6. Previously obtained approval under ASX Listing Rule 7.1A

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at the 2020 AGM on 27 November 2020. Table 7 shows the total number of Equity Securities issued, or agreed to be issued, under ASX Listing Rule 7.1A.2 in the 12 months preceding the date of the Meeting and the percentage those issue represent of the total Equity Securities on issue at the commencement of that 12 month period.

TABLE 7

ABLE 7
Equity Securities issued, or agreed to be issued, in the prior 12 month period	76,067,961 ordinary Shares
Percentage previous issues, or agreements to issue, represent of total number of Equity Securities on issue at commencement ofthe12 monthperiod	27%

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The Company provides the details of the total number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 by the Company during the 12 months preceding the date of the Meeting in Table 8 as required under Listing Rule 7.3A.6(b):

TABLE 8
Date of issue, number and class of Equity Securities issued or agreed to be issued	Names of persons who received or will receive securities or basis on which those persons were determined or will be determined	Issue Price of Equity Securities issued or agreed to be issued and discount (if any) to closing market price on the date of the issue or agreement to issue	The total consideration received or to be received, the amount of cash that has been spent, what it was spent on and the intended use of the remaining funds.
26 Feb 2021 33,500,000 Shares	Sophisticated, professional and institutional investors determined by the Company in consultation with its brokers. No related party participation.	2.8 cents per Share. Premium of approx. 8% to the market price of 26 Feb 2021.	$938,000 cash raised and expended entirely to progress exploration activities at the Company's 64North Project in Alaska, exploration at the Wollogorang and Benmara Projects in the Northern Territory and for working capital purposes.
22 Sep 2021 42,567,961 Placement Shares	Sophisticated, professional and institutional investors determined by the Company in consultation with its brokers. No related party participation.	2.0 cents per Share. Premium of approx. 5% to the market price of 22 Sep 2021.	$851,359 cash raised and expended entirely for drilling and regional exploration at the Benmara Project, trenching and regional exploration at the 64North Project, working capital and Australian battery & precious metals project generation.

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolution 16.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the approval of 10% Additional Placement Capacity.

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Glossary

In the Notice of Meeting and Explanatory Notes:

10% Additional Placement Capacity means the Equity Securities issued under Listing Rule 7.1A. ACDT means Australian Daylight Standard Time.

Acuity means Acuity Capital Investment Management Pty Ltd (ACN 132 459 093) (as trustee for the Acuity Investments Trust). Associate has the meaning given to that term in the Listing Rules. ATM means the At-the-Market subscription deed entered into with Acuity announced on 30 April 2021. ASX means ASX Limited (ABN 98 008 624 691).

Benmara or Benmara Project means the project area on Benmara Station in the Northern Territory, including EL32228. Benmara Consideration Shares means $250,000 in RML shares, calculated using the VWAP over the 5 day period prior to Resolution’s election to proceed with the Benmara Project and payable to Strategic Energy Resources Ltd (ASX:SER). Board means the board of Directors of RML. Cedar means Cedar Resources Pty Ltd (ACN 612 086 932) . Chair of the Meeting means the chairman of the Meeting. Closely Related Party has the meaning given to it in the Corporations Act and the Corporations Regulations. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Corporations Regulations means the Corporations Regulations 2001 (Cth). Director means a director of the Company.

Director Performance Rights means up to 1,250,000 unquoted performance rights proposed to be issued to each Participating Director. Equity Securities or Securities has the same meaning as in the Listing Rules. Executive Director Performance Rights means 2,000,000 unquoted performance rights proposed to be issued to Duncan Chessell. Explanatory Notes means these explanatory notes. Key Management Personnel means a member of the key management personnel as disclosed in the Remuneration Report. KPIs means the Key Performance Indicators pursuant to the PSP. Listing Rules and ASX Listing Rules means the listing rules of ASX. Meeting, AGM or Annual General Meeting means the Annual General Meeting of Shareholders to be held virtually (online) via the online platform located at https://investor.automic.com.au on Thursday 11 November 2021 at 10:30 am (ACDT). Member or Shareholder means each person registered as a holder of a Share. Murphy or Murphy Project means the project area on Benmara Station in the Northern Territory, including EL312897 and EL32229. Murphy Consideration Shares means the issue of 2,469,984 Shares for the option to acquire Exploration Licences EL312897 and EL32229. Notice or Notice of Meeting means this Notice of General Meeting. Online Meeting Guide means the online meeting guides attached to this Notice of Meeting. Options means options to acquire Shares. Option Offer means the offer of Options to participants in the Placement and SPP (including RML Directors). Ordinary Resolution means a resolution passed by more than 50% of the votes cast by Shareholders entitled to vote at a general meeting of Shareholders. Participating Directors means, together Mr Chessell, Mr Shearer and Mr Farrow. Performance Rights means KPI based unquoted rights issued to Directors and employees of the Company pursuant to the PSP. Placement means the share placement of 84,418,223 Shares at 2.0 cents per Share to raise approximately $1.7 million as announced on 15 September 2021. Proxy Form means the proxy form attached to this Notice of Meeting. PSP means Performance Share Plan as approved by Shareholders at the 2020 annual general meeting. Remuneration Report means the section of the Directors' report of RML that is included in the Company's Annual Report. Resolution means a resolution referred to in this Notice. RML or the Company means Resolution Minerals Ltd (ABN 99 617 789 732). Share means a fully paid ordinary share in the capital of the Company. SPP means the Share Purchase Plan announced on 17 September 2021. SPP Participating Directors means, together Mr Farrow and Mr Shearer. Special Resolution means a resolution passed by at least 75% of the votes cast by Shareholders entitled to vote at a General Meeting of Shareholders. SPP Shortfall means the shortfall Shares under the Company’s SPP. SER means Strategic Energy Resources Ltd (ACN 051 212 429) ASX:SER. VWAP means the volume weighted average share price of the Company.

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Appendix 1

Key terms of Options

• (a) Each Option will entitle the holder ( Optionholder ) to subscribe for one fully paid ordinary share ( Share ) in Resolution Minerals Ltd (ACN 617 789 732) ( Company or RML ) (subject to possible adjustments referred to in paragraphs (j), (k) and (l) below).

• (b) Each Option is exercisable at any time before 5:00pm Australian Central Standard Time (ACST) on the date that is approximately 2 years from the date of first issue of options in this class ( Expiry Date ).

Options not exercised before the Expiry Date will lapse.

• (c) There is no issue price for each Option and the exercise price of each Option is 3.0 cents ( Exercise Price ).

• (d) Options are exercisable by notice in writing to the Company, delivered to the registered address of the Company and accompanied by the full payment of the Exercise Price in cleared funds.

• (e) Some or all of the Options may be exercised at any one time or times prior to the Expiry. Options must be exercised in respect of a minimum of 10,000 Options except where an Option holder holds less than 10,000 Options, all options held by that Option holder must be exercised.

• (f) Shares issued pursuant to the exercise of any of the Options will rank in all respects on equal terms with the existing Shares in the Company.

• (g) The Company will not seek to have the Options admitted to the official list of ASX and the Options will not be listed on ASX. The Company will make application for new Shares allotted on exercise of the Options to be admitted to the official list of entities maintained by ASX.

• (h) Each Option will be freely transferable at any time before the Expiry Date.

• (i) Options will not entitle the Optionholder to participate in any new issue of securities by the Company unless the Option has been duly exercised prior to the relevant record date. The Company will ensure that for the purposes of determining entitlements to participate in any new issues of securities to holders of Shares, that the record date will be at least five business days after the date the issue is announced.

• (j) If there is a bonus issue to the holders of Shares:

• (i) the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

• (k) If, prior to the Expiry Date the issued capital of the Company is reorganised, the rights of the Optionholder may be varied to comply with the Corporations Act and ASX Listing Rules which apply at the time of the reconstruction.

• (l) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to holders of Shares after the date of issue of the Options, then the Exercise Price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

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Appendix 2

Key terms of the PSP

1. Eligibility

• a. The Board may, in its absolute discretion, grant Performance Rights to an “Eligible Employee”.

• b. An “Eligible Employee” is a Director, senior executive or full or part time employee or contractor of the Company or its related body corporate, who is invited by the Board to participate in the PSP.

2. Rights attaching to Performance Rights

• a. A Performance Right entitles its holder to a Share which can be exercised once the Performance Right has become exercisable and provided it has not lapsed.

• b. The Board may determine that certain performance conditions must be satisfied before the Performance Right becomes exercisable.

• c. If the performance conditions are satisfied, the Performance Rights vest and become exercisable.

• d. A Performance Right does not give the holder a legal or beneficial right to Shares.

• e. Performance Rights do not carry any rights or entitlements to dividends, return of capital or voting in shareholder meetings

• f. A Performance Right does not entitle the holder to participate in any new issues of securities unless, before the record date for determining entitlements under the new issue, that performance right has vested, been exercised and a share has been issued in respect of that right.

3. Exercise of Performance Rights

• a. Performance Rights will vest and become exercisable if:

• i. the performance conditions set by the Board at the time of the grant are met;

• ii. an event occurs such as the winding up of the Company; or

• iii. the Board determines that a Performance Right becomes a vested Performance Right.

• b. Once the Performance Rights become exercisable, the holder will need to exercise those rights to acquire Shares.

• c. The exercise of any vested Performance Right granted under the PSP will be effected in the form and manner determined by the Board.

• d. Consideration, if any, for the issue of Performance Rights will be determined by the Board.

4. Lapse and Forfeiture

• a. The Performance Rights will lapse on their expiry date.

• b. This period may be shortened if the holder ceases to be employed under certain circumstances or where performance conditions have not been met.

• c. A Share issued on the exercise of an option will be forfeited upon the holder perpetrating fraud as against, acting dishonestly or committing a breach of its obligations to, the Company or any of its associated bodies corporate.

5. Restrictions

• a. The maximum number of Performance Rights that can be issued under the PSP is that number which equals 5% of the total number of issued Shares in existence from time-to-time subject to the Corporations Act, the ASX Listing Rules or any other statutory or regulatory requirements. Participants in the PSP are prohibited from transferring Performance Rights without the consent of the Board.

• b. Performance Rights will not be listed for quotation on the ASX. Shares issued on exercise of vested Performance Rights will be subject to transfer restrictions as determined by the Board at the time of granting the Performance Right.

• c. In the event of any reconstruction of the issued capital of the Company between the date of allocation of the Performance Rights and the exercise of those rights, the number of Shares to which the holder will become entitled on the exercise of the Performance Right or any amount payable on exercise of the Performance Right will be adjusted as determined by the Board and in accordance with the Listing Rules.

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Appendix 3

The ATM provides a mechanism by which the Company may, at any time during the term of the ATM, request that Acuity subscribe for Shares by issuing Acuity an ‘Activation Notice’ and, if in response to that Activation Notice, Acuity issues a Subscription Notice to the Company, Acuity agrees to subscribe for Shares and pay the applicable ‘Issue Price’ to the Company and the Company agrees to issue Shares to Acuity or its nominee.

An Activation Notice issued by the Company must specify various parameters for the proposed issue, including the proposed minimum floor price for the issue, quantum of funds to be raised (which, together, with other Activation Notices issued must not exceed the ATM Facility Limit) and period over which the funds are to be raised.

The material terms of the ATM are as follows:

• (a) Start Date : 29 April 2021;

• (b) End Date/ Maturity Date : 31 January 2024;

• (c) Issue Price :

• i. 90.00% volume weighted average price of Shares traded by Acuity on ASX or Chi-X during the relevant Activation Period; and

• ii. the minimum price at which the Company has advised that it will issue Shares to Acuity during the relevant Activation Period.

• (d) ATM Facility Limit : $3,000,000.

• (e) Fees : Nil.

• (f) Collateral Shares : 22,000,000 Shares have been issued to Acuity as security for the Company’s obligations to Acuity under the ATM, including any obligation to issue Shares to Acuity on receipt of a Subscription Notice.

On the Maturity Date or the earlier termination of the ATM then, to the extent that any Collateral Shares have not been set off against the Company’s obligations, the Company may be required to acquire the relevant Collateral Shares from Acuity (for zero cost) or, to the extent they can do so, arrange for the transfer of the Collateral Shares to a third party nominated by the Company.

• (g) Termination : The Company may terminate the ATM, for convenience, by providing Acuity 5 Business Days’ notice in writing.

• (h) Warranties and indemnities : Various representations and warranties for an agreement of this sort.

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/ /

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Virtual Meeting Registration and Voting

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REGISTRATION

• Go to: https://investor.automic.com.au/#/home.

• Log in using your existing username and password or click on “register” and follow the on-screen prompts to create your login credentials.

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• Once logged in you will see from the banner at the bottom of your screen that the meeting is open for registration. Click on “register”.

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• Click on “register” to register your attendance for the meeting.

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REGISTRATION

• Select “yes, I would like to vote” and then click “next”.

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• You will be placed on a holding page until voting opens for the meeting. From here you can access the meeting video/audio by selecting the meeting URL.

• Once the Chair of the Meeting declares voting open, you should select “refresh”.

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VOTING

• The next screen will display the resolutions to be put to the meeting.

• • The Chair of the meeting will provide instructions on when to mark your vote.

• You record your vote by selecting either “for”, “against” or “abstain” next to the appropriate resolution.

• Once voting has been declared closed you must select “next” to submit your vote.

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• On the next screen, check your vote is correct and select the box next to “declaration” – you cannot confirm your vote unless you select this box.

• • Select “confirm” to confirm your vote – you CANNOT amend your vote after pressing the “confirm” button.

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VOTING COMPLETE

• Your vote is now lodged and is final.

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Online Proxy Lodgment

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REGISTER

Step 1

• Go to: https://investor.automic.com.au/#/home.

• If you are a new user, select “register”.

• If you are an existing user, simply sign in under the “Existing users sign in”. and follow the instructions in Step 2 of this guide.

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• Start typing the company name or company code that you hold shares in and select the relevant company from the dropdown.

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REGISTER

• Enter your unique Holder Number which can be found on your proxy form. This number starts with a capital letter “I” or “X”.

• Enter the postcode recorded on the proxy form or select “change the country” if your holding is registered to an overseas address (then type and select the applicable country your holding is registered to).

• Tick the box “I’m not a robot” and select “next”.

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• Next, complete all information on the screen.

• Once each field is completed correctly you will see a green tick appear at the end of the field. Where you have entered incorrect information, you will see a red a star.

• Your password must contain: at least 8 characters, at least 1 number, at least 1 capital and lowercase letter and at least one special symbol (#, %, ! etc)

• Click “sign up”.

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LOG IN

• On the next screen simply select “login now”.

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Step 2

• Under “existing users” enter the username and password you created in the previous steps and select “log in”.

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• Select “Meetings”.

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VOTING

• Select “Vote”.

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• Select “Full holding” and select the box next to “Notice of Meeting”.

• If you wish to nominate the Chair of the Meeting as your proxyholder simply select “next”.

• If you wish to appoint a different proxyholder, place your cursor on “name of proxy” and type the name of your appointed proxyholder. Once you’ve typed the name in full press enter on your keyboard. This will replace “Chair of the meeting” with your chosen proxyholder.

• Select “next”.

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VOTING

• Mark your voting instruction next to each resolution. You must select a vote for each resolution before you can continue. Select “next”.

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• Check your vote is as you intended.

• If you are registered as a Corporation you must select the box next to “declaration”.

• Then select “save” to save your proxy vote.

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VOTING COMPLETE

• Your voting is complete.

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