RESOURCES & ENERGY GROUP LIMITED — AGM Information 2021

Oct 21, 2021

ASX Release

22 October 2021

Notice of 2021 Annual General meeting

Attached are the following documents relating to the 2021 Annual General Meeting of Resources & Energy Group Limited to be held at 4pm (AEST) 23 November 2021:

• Letter to Shareholders
• Notice of Annual General Meeting
• Voting Form

Authorised for release by the Board.

Warren Kember Company Secretary

Investor enquiries:

Richard Poole Executive Director E: rjpoole@rezgroup.com.au P: +61 2 9227 8900

Level 33, 52 Martin Place Sydney NSW 2000 GPO Box 2537, Sydney NSW 2001 T: +612 9227 8900 E: communications@rezgroup.com.au W: www.rezgroup.com.au

22 October 2021

Dear Shareholder

On behalf of the Board of Directors, I invite you to attend the 2021 Annual General meeting (AGM) of Resources & Energy Group Limited (REZ or the Company) to be held on Tuesday, 23 November 2021 at 4 pm AEDT.

In view of the continuing uncertainty around the impacts of COVID-19 and restrictions on physical gatherings, we will again be holding our AGM as a virtual meeting this year. Shareholders will not be able to attend physically but will instead be able to view and participate in the virtual meeting online. This approach is in line with modifications to the law and current regulatory guidance.

The AGM provides shareholders with an opportunity to ask questions of the Board and the Auditor and vote on items of business either before or at the AGM. In accordance with Section 253RA of the Corporations Act 2001, REZ will not be dispatching physical copies of the Notice of Meeting (NOM) to Shareholders Instead a copy of the NOM can be viewed and downloaded online by visiting the REZ Investor website at:

rezgroup.com.au/investors

The NOM explains in detail the items of business you will be asked to consider at the AGM. You are encouraged to carefully read the NOM and its explanatory statements before deciding how to vote o the resolutions. The Board's recommendation for each resolution is provided in the NOM.

A Registration and Voting Guide (Guide) can be viewed and downloaded at the web site: https://www.automicgroup.com.au/virtual-agms/. The Guide provides a step-by-step explanation to successfully log in and navigate the site, register to vote and ask questions during the AGM.

Shareholders will be able to participate in AGM by:

• joining the AGM in real time via our the online platform;
• voting on resolutions to be considered at the AGM by appointing a proxy vote online prior to the meeting. Proxy voting closes 48 hours before the meeting 4pm AEDT on Sunday, 21 November 2021;
• voting online in real-time during the AGM; and
• asking question of the Board or the Auditor either lodging them before the Meeting or during the meeting via the online platform.

To participate as indicated above, Shareholders will need to have an online account with our share registrar, Automic, to be able to watch, listen, and vote online.

Further information regarding use of the online facilitates is contained in the Guide.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link

investor.automic.com.au

and then clicking on "register" and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day, open your internet browser and go to investor.automic.com.au. Login with your username and password or click "register" if you haven't already created an account.

The Board and I look forward to your virtual attendance at the AGM and we thank you for your continued support.

Yours faithfully

Gavin Rezos Chairman

Notice of Annual General Meeting 23 November 2021

22 October 2021

Dear Shareholder,

Resources & Energy Group Limited will hold its Annual General Meeting (AGM) of shareholders on 23 November 2021 at 4pm.

The items of business to be considered at the AGM is set out on the following pages.

Having regard to the current social distancing requirements in New South Wales and in the interests of the health and safety of our shareholders and staff, the Board has decided that the meeting will be held virtually. Shareholders will not be able to attend physically but will instead be able to view and participate in the virtual meeting online. This approach is in line with temporary modifications to the law and current regulatory guidance.

A copy of this notice has been emailed to shareholders who have provided an email address and is also available either via on the Company's web site (www.rezgroup.com.au/investors ) or the ASX's website (https://www2.asx.com.au/markets/trade-our-cash-market/historical-announcements )

Shareholders are encouraged to vote by lodging a proxy form which is attached to his notice. Please return to the Company per the instructions no later than 48 hours prior to the Meeting.

You will be able to watch and participate in the Meeting in real-time on your computer or mobile device via Zoom. Further information on how you can participate including how to register, vote and ask questions is set out on the following pages.

The Board unanimously supports all resolutions.

Yours sincerely,

Gavin Rezos Chairman

NOTICE OF 2021 ANNUAL GENERAL MEETING

Resources & Energy Group Limited (REZ or the Company) will hold its Annual General Meeting (AGM) at 4:00pm (AEST) on Tuesday 23 November 2021 as a virtual meeting, online for the purpose of transacting the business set out in this Notice.

Business of the meeting

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021."

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

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR J DANIEL MOORE

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

"That, for the purpose of clauses 13.2 of the Constitution and for all other purposes, Mr J Daniel Moore, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

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

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

By order of the Board Warren Kember Company Secretary 22 October 2021

INSTRUCTIONS

Your vote is important

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

Voting Eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (EST) on Friday, 27 November 2021.

Voting in Person

To vote in person, attend the virtual Annual General Meeting via the conference link provided at the time, date and place set out above.

If you are voting by proxy

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

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

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

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

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • the proxy is not recorded as attending the meeting; or
  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

How to participate in the General Meeting

The General Meeting will be held via an online, virtual platform. Shareholders and proxyholders can watch, vote, make comments and ask questions during the virtual General Meeting by registering. Once registered a separate email will confirm the details of the link and password to join the Meeting.

When the Meeting commences all attendees will have their audio muted while the Meeting is conducted. Shareholders will be able to ask questions at appropriate times (refer below).

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/app/uploads/2021/01/Virtual-Meeting-Registration-and-Voting-Shareholder-Guide-V2.pdf.

How to vote at the General Meeting

You may still attend the online Meeting and vote even if you have lodged a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the virtual meeting, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that resolution.

Voting at the Meeting will be conducted via a poll.

In the case of joint Shareholders, all holders may attend the Meeting but only one holder may vote at the Meeting in respect of the relevant Shares (including by proxy). If more than one joint holder is present, and more than one of the joint holders vote in respect of

the relevant Shares, only the vote of the joint holder whose name stands first in the register in respect of the relevant Shares is counted.

Shareholders who wish to vote virtually on the day of the AGM will need to login to our share registry, Automic Group, website (https://investor.automic.com.au/#/home ) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home), click on 'register' and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the AGM:

1. Login to the Automic website (https://investor.automic.com.au/#/home ) using your username and password.

2. Once registration for the virtual meeting is open, click on 'Meeting open for registration' and follow the steps.

3. Once live voting for the virtual meeting is open, click on 'Meeting open for voting' and follow the steps.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/app/uploads/2021/01/Virtual-Meeting-Registration-and-VotingShareholder-Guide-V2.pdf.

EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on the Company's web site or on the ASX platform for "REZ" at www.asx.com.au.

There is no requirement for shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the operations and management of REZ. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by REZ in relation to the preparation of the Financial Statements and the independence of the auditor in relation to the conduct of the audit.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2021.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2.2 Voting consequences

Under Corporations Act 2001, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting.

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

At the Company's previous annual general meeting no votes were cast against the remuneration report considered at that annual general meeting. Accordingly, the Spill resolution is not relevant for this Annual General Meeting.

2.3 Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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; or
• (c) as a proxy by a member of the Key Management Personnel at the date of the meeting or that member's closely related party.

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

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
• (b) the voter is the Chair pursuant to an express authorisation on the proxy form.

The non-executive directors recommend that you vote in favour of this resolution.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR J DANIEL MOORE

Clause 13.2 of the Constitution requires that 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, 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.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election pursuant to clause 13.3 of the Constitution.

The Company currently has three Directors, two Directors excluding the Managing Director, and accordingly one must retire. Mr Moore being appointed by the Board on 14 July 2021 retires by rotation and also due to the operation o the Corporations Act 2001 requirement for a director appointed by the Board to be elected to that position by shareholders at the next annual general meeting.

Mr Moore has extensive experience working with emerging companies in natural resources. He has been involved with Resource & Energy Group's East Menzies Goldfields since 2013 when it was first listed on the ASX. Daniel is currently a Director of Marquee Resources (ASX: MQR) and a founder of Koch Metals and Centenario Lithium. Previously he held Non-Executive Director roles at iCollege (ASX: ICT), Coronado Resources now Race Oncology (ASX: RAC) and Stratum Metals now Locality Planning Energy (ASX: LPE).

The directors, other than Mr Moore, unanimously support the re-election of Mr Moore.

4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval by special resolution passed at its annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital (10% Placement Capacity) without using the entity's existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 4.2 below).

The effect of Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1. If Resolution 3 is not passed by Shareholders the Company will be limited to only issuing up to its 15% annual placement capacity granted under ASX Listing Rule 7.1 without further approval by Shareholders.

Shareholders passed a similar resolution at the 2019 annual general meeting, however that approval will lapse 12-months after its approval due to the operation of the Listing Rules.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

4.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $19,857,316 (based on the number of Shares on issue and the closing price of Shares on the ASX on 13 October 2021 and excluding any restricted securities that may be on issue).

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Security on issue, being the Shares (ASX Code: REZ).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:
  • (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
  • (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
  • (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity's 15% placement capacity without shareholder approval; and
  • (iv) less the number of Shares cancelled in the previous 12 months.
• D is 10%.
• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

4.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 6:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or
• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section 4.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and
• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

(10% Placement Capacity Period).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at 13 October 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

			Dilution
Number ofShares on Issue	Issue Price(per Share)	$0.02350% decreasein Issue Price	$0.046Issue Price	$0.09250% increasein Issue Price
431,680,789(Current	Sharesissued-10% votingdilution	43,168,079Shares	43,168,079Shares	43,168,079Shares
Variable A)	Fundsraised	$992,866	$1,985,732	$3,971,463
647,521,184(Variable Awith 50%	Sharesissued-10% votingdilution	64,752,118Shares	64,752,118Shares	64,752,118Shares
increase inVariable A)	Fundsraised	$1,489,299	$2,978,597	$5,957,195
863,361,578(Variable Awith 100%	Sharesissued-10% votingdilution	86,336,158Shares	86,336,158Shares	86,336,158Shares
increase inVariable A)	Fundsraised	$1,985,732	$3,971,463	$7,942,927

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• 1. There are 431,680,789 Shares currently on issue.
• 1. The issue price set out above is the closing price of the Shares on the ASX on 13 October 2021.
• 1. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
• 1. The issue of Equity Securities under the 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.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.
• 1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity as cash consideration. The Company intends to use funds raised for the potential acquisition of assets and investments (including expenses associated with such an acquisition) and continued exploration or operating expenditure on the Company's current assets.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
• (ii) the information required by Listing Rule 3.10.5A for release to the market.

(f) Allocation policy under the 10% Placement Capacity

The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;
• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
• (iii) the effect of the issue of the Equity Securities on the control of the Company;
• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and
• (vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(g) Previous approval under ASX Listing Rule 7.1A

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

The Company has issued Equity Securities pursuant to the Previous Approval on 2 November 2020. From a total of 44,000,019 Shares and 11,000,056 Options issued for 7.5 cents each Share, a total of 38,768,095 Shares were issued pursuant to the Company's capacity under listing rule 7.1A. The remaining 5,231,924 Shares and 11,000,056 Options were issued pursuant to listing rule 7.1.

At a meeting of Shareholders held on 14 September 2021, the issue of the 44,000,019 Shares and 11,000,056 Options was ratified.

The 38,768,095 Shares issued pursuant to Listing Rule 7.1A was 9.0% of the total diluted number of Equity Securities on issue in the company on 30 November 2020. The total number of Equity Securities consisted or 387,680,770 Shares and 41,117,500 Options, a total of 428,798,270 Equity Securities.

(h) Details of all Equity Securities issued by the Company during the 12 months preceding the date of the Meeting are set out in the table below.

Date ofissue	Quantity	Class	Recipients	Issue price and discount toMarket Price (if applicable)1	Form ofconsideration
1 October2021	8,000,000	Options	Mr Gavin Rezosor relatedparty	Vested on issueExercise price $0.08 eachExpiry date 31 August 2026	Nil
1 October2021	8,000,000	Options	Mr RichardPoole orrelated party	Vested on issueExercise price $0.08 eachExpiry date 31 August 2026	Nil
1 October2021	5,000,000	Options	Mr J DanielMoore orrelated party	Vested on issueExercise price $0.08 eachExpiry date 31 August 2026	Nil
1 October2021	11,000,000	Options	Employees andcontractorspursuant toIncentiveOption Plan	Vested on issueExercise price $0.08 eachExpiry date 31 August 2026	Nil
1 October2021	8,000,000	Options	Barclay PearceCapital PtyLimited	Vested on issueExercise price $0.08 eachExpiry date 31 August 2026	Nil

Date ofissue	Quantity	Class	Recipients	Issue price and discount toMarket Price (if applicable)1	Form ofconsideration
2November2020	44,000,019	Shares2	Placement	$0.075Discount of 14.8% to last saleprice prior to announcementon 27 October 2020 of 8.8cents1	Cash$3,300,0004
2November2020	11,000,056	Options3	Placement	Issued as part of placementof Shares	Nil
14October2020	15,000,000	Options3	Mr MichaelJohnstone	7,500,000:Vest and are convertible toordinary shares 1:1 at $0.05each upon remainingengaged with the Companyfor 12 months from the dateof issue37,500,000:Vest and are convertible toordinary shares 1:1 at $0.05each upon the earlier of:•remaining engaged withthe Company for 24months from the date ofissue; or upon•the Company's ordinaryshares have a volumeweight average priceabove 15 cents over a 30day during the period 12months form the date ofissue.	Consideration:servicesprovided

Notes:

• 1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
• 1. Fully paid ordinary shares in the capital of the Company.
• 1. Options issued by the Company.
• 1. Placement raised of $3,300,000 which has been applied to fees of the issue, exploration expenditure and working capital requirements of the Company

4.4 Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in the issue of Equity Securities under this Resolution or a person who might obtain a material benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person:

• as a proxy or attorney for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing 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; or

• as proxy for a person entitled to vote on the resolution by the Chairman pursuant to an express authorisation to exercise the proxy to vote as the Chairman thinks fit; or
• by 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.

As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

The directors recommend that you vote in favour of this resolution.

5. ENQUIRIES

Shareholders are requested to contact Mr Warren Kember on (+ 61 2) 9227 8900 or communications@rezgroup.com.au if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 4.1 of the Explanatory Statement.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Class Order means ASIC Class Order 14/1000 as amended or replaced.

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

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

Company means Resources & Energy Group Limited (ACN 110 005 822).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EST means Eastern Daylight Time as observed in Sydney, New South Wales.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and
• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Eligible Participant means an eligible, director, employee or contractor of the Group.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Group means the Company and its subsidiary companies.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Option means a share option of the Company.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2019.

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

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

Shareholder means a holder of a Share.

Resources & Energy Group Limited | ACN 110 005 822

Proxy Voting Form

If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Holder Number:

Your proxy voting instruction must be received by 4.00pm (AEST) on Sunday, 21 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise, if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

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

Joint holding: Where the holding is in more than one name, all Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automic.com.au.

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Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at

https://investor.automic.com.au/#/logi nsah

or scan the QR code below using your smartphone

Login & Click on 'Meetings'. Use the Holder Number as shown at the top of this Proxy Voting Form.

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic:

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

								The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting
		To access the virtual meeting:						platform powered by Automic, where shareholders will be able to watch, listen, and vote online.
		1. Open your internet browser and go to investor.automic.com.au
								2. Login with your username and password or click "register" if you haven't already created an account. Shareholders are encouraged to create
								an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
		Meeting describe the various matters to be considered.						Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of
								COMPLETE AND RETURN THIS FORM AS INSTRUCTED ONLY IF YOU DO NOT VOTE ONLINE
		(AEST) on Tuesday, 23 November 2021 hereby:						I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Resources & Energy Group Limited, to be held at 4.00pm
								Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box
								provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is
		relevant laws as the proxy sees fit and at any adjournment thereof.						named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the
								The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
								Unless indicated otherwise by ticking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's
	voting intention.
								AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONSWhere I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
								exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected
								directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
	Resolutions
											For		Against	Abstain
1.		ADOPTION OF REMUNERATION REPORT
2.		RE-ELECTION OF DIRECTOR – DANIEL MOORE
3.		Special ResolutionAPPROVAL OF 10% PLACEMENT CAPACITY
								Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of handsor on a poll and your votes will not be counted in computing the required majority on a poll.
								SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
		Individual or Securityholder 1				Securityholder 2					Securityholder 3
		Sole Director and Sole Company Secretary				Director				Director / Company Secretary
	Contact Name:
	Email Address:
		Contact Daytime Telephone								Date (DD/MM/YY)
Voting Direction										/		/

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