SATURN METALS LIMITED - AGM Information 2021

Notice of Annual General Meeting and Explanatory Memorandum

Saturn Metals Limited ACN 619 488 498

Date of Meeting: Wednesday, 24 November 2021 Time of Meeting: 1.30pm (AWST)

Place of Meeting: Country Women’s Association of WA, 1176 Hay Street, West Perth, Western Australia 6005

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Saturn Metals Limited ACN 619 488 498 ( Saturn or Company ) will be held at the Country Women’s Association of WA, on Wednesday, 24 November 2021 at 1.30pm (AWST).

Terms used in this Notice of Meeting are defined in section 10 (Interpretation) of the accompanying Explanatory Memorandum.

Agenda

Ordinary business

Financial Reports

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the financial statements for the Company for the financial year ended 30 June 2021.

1. Remuneration Report

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Advisory Resolution of the Company:

“That the Remuneration Report for the year ended 30 June 2021 (as set out in the Annual Report) is adopted.”

The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting restriction pursuant to section 250R(4) of the Corporations Act

A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

a member of the Key Management Personnel ( KMP ) details of whose remuneration are included in the Remuneration Report; and
a Closely Related Party of such a member.
However, the above persons may cast a vote on Resolution 1 if:
the person does so as a proxy;

• the vote is not cast on behalf of a member of the KMP details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

either:
the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
the voter is the chair of the meeting and the appointment of the chair as proxy:
- does not specify the way the proxy is to vote on the Resolution; and
- expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or, if the Company is part of a consolidated entity, for the entity.

Voting intention of the Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying proxy form.

Page 1 of 42

Notice of Annual General Meeting

2. Re-Adoption of Incentive Options & Performance Rights Plan

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That the Employee Incentive Option & Performance Rights Plan, which is summarised in the attached Explanatory Memorandum and at Schedule 1, be approved and that for the purposes of Exception 13(b) of Listing Rule 7.2 and for all other purposes, the issue of up to a maximum of 12,000,000 securities under the Employee Share and Option Plan within three years from the date of this Resolution be an exception to Listing Rules 7.1 and 7.1A.”

The maximum number stated above is not intended to be a prediction of the actual number of securities that may be issued under the Employee Incentive Option & Performance Rights Plan, it is simply a ceiling for the purposes of Listing Rule 7.2 Exception 13(b).

A detailed summary of the key terms of the Employee Incentive Option & Performance Rights Plan is set out in Schedule 1.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of:

a person who is eligible to participate in the Employee Incentive Option & Performance Rights Plan; and
an associate of that person or those persons.

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

a person as a 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 Restriction pursuant to Section 250BD of the Corporations Act

As Resolution 2 is connected directly or indirectly with the remuneration of a member of Key Management Personnel (KMP) for the Company, pursuant to section 250BD of the Corporations Act, a person must not cast a vote, and the Company will disregard any votes cast on this Resolution by:

any member of the KMP of the Company (or, if the Company is part of a consolidated entity, of the entity); or
a Closely Related Party of such KMP (or, if the Company is part of a consolidated entity, of the entity),

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not direct in writing the way the proxy is to vote on this Resolution 2.

However, the Company need not disregard a vote if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not direct in writing the way the proxy is to vote on this Resolution 2, if the appointment of proxy expressly authorises the chair to exercise the proxy even if this Resolution 2 is connected directly or indirectly with the remuneration of a member of the KMP for the Company or if the Company is part of a consolidated entity, of the entity.

Voting Intention of the Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 2, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying proxy form.

Page 2 of 42

Notice of Annual General Meeting

3. Election of Adrian Goldstone as a Director

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That Adrian Goldstone, a Director who was appointed on 20 May 2021, retires in accordance with Clause 14.4 of the Company’s Constitution and for the purposes of Listing Rule 14.4 and, being eligible, is elected as a Director of the Company.”

4. Re-Election of Robert Tyson as a Director

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That Robert Tyson, who retires by rotation in accordance with Clause 14.2 of the Company’s Constitution and for the purposes of Listing Rule 14.4 and, being eligible, offers himself for re-election, is re-elected as a Director of the Company.”

5. Issue of Performance Rights to Ian Bamborough

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That in accordance with Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act, and for all other purposes, the Company be authorised to issue 750,000 Performance Rights on the terms and conditions set out in the Explanatory Memorandum to Ian Bamborough (or nominee) who is a Director of the Company as described in the Explanatory Memorandum.”

Voting restriction pursuant to the Corporations Act

In accordance with section 224 of the Corporations Act, a vote on Resolution 5 must not be cast by or on behalf of Mr Ian Bamborough (or his nominee) or any of their Associates.

However, this does not prevent the casting of a vote on Resolution 5 if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Bamborough (or his nominee) or any of their Associates.

As Resolution 5 is connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 5 must not be cast by:

any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or
a Closely Related Party of such KMP,

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on this Resolution 5.

However, the Company need not disregard a vote on this Resolution 5 if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and the Shareholder expressly authorises the person chairing the meeting to exercise the proxy even if this Resolution 5 is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, for the entity.

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of:

a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Option & Performance Rights Plan in question; and
an associate of those persons.

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

a person as a 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;

Page 3 of 42

Notice of Annual General Meeting

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.

6. Issue of Options to Brett Lambert

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That in accordance with Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act, and for all other purposes, the Company be authorised to issue 700,000 Options on the terms and conditions set out in the Explanatory Memorandum to Brett Lambert (or nominee) who is a Director of the Company as described in the Explanatory Memorandum.”

Voting restriction pursuant to the Corporations Act

In accordance with section 224 of the Corporations Act, a vote on Resolution 6 must not be cast by or on behalf of Mr Brett Lambert (or nominee) or any of their Associates.

However, this does not prevent the casting of a vote on Resolution 6 if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Lambert (or his nominee) or any of their Associates.

As Resolution 6 is connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 6 must not be cast by:

• any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or • a Closely Related Party of such KMP, who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on this Resolution 6.

However, the Company need not disregard a vote on this Resolution 6 if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and the Shareholder expressly authorises the person chairing the meeting to exercise the proxy even if this Resolution 6 is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, for the entity. Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of:

a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Option & Performance Rights Plan in question; and
• an associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: • a person as a 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;
• 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.

Page 4 of 42

Notice of Annual General Meeting

7. Issue of Options to Robert Tyson

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, subject to and conditional upon the passing of Resolution 4, for the purposes of ASX Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 500,000 Options on the terms and conditions set out in the Explanatory Memorandum to Robert Tyson (or nominee) who is a Director of the Company as described in the Explanatory Memorandum.”

Voting restriction pursuant to the Corporations Act

In accordance with section 224 of the Corporations Act, a vote on Resolution 7 must not be cast by or on behalf of Mr Robert Tyson (or his nominee) or any of their Associates.

However, this does not prevent the casting of a vote on Resolution 7 if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Tyson (or his nominee) or any of their Associates.

As Resolution 7 is connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 7 must not be cast by:

However, the Company need not disregard a vote on this Resolution 7 if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and the Shareholder expressly authorises the person chairing the meeting to exercise the proxy even if this Resolution 7 is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, for the entity Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of:

a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Option & Performance Rights Plan in question; and
an associate of those persons.

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

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.

8. Issue of Options to Andrew Venn

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That in accordance with Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act, and for all other purposes, the Company be authorised to issue 500,000 Options on the terms and conditions set out in the Explanatory Memorandum to Andrew Venn (or nominee) who is a Director of the Company as described in the Explanatory Memorandum.”

Page 5 of 42

Notice of Annual General Meeting

Voting restriction pursuant to the Corporations Act

In accordance with section 224 of the Corporations Act, a vote on Resolution 8 must not be cast by or on behalf of Mr Andrew Venn (or his nominee) or any of their Associates.

However, this does not prevent the casting of a vote on Resolution 8 if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Venn (or his nominee) or any of their Associates.

As Resolution 8 is connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 8 must not be cast by:

any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or
a Closely Related Party of such KMP,

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on this Resolution 8.

However, the Company need not disregard a vote on this Resolution 8 if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and the Shareholder expressly authorises the person chairing the meeting to exercise the proxy even if this Resolution 8 is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, for the entity.

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of:

a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Option & Performance Rights Plan in question; and
an associate of those persons.

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

• a person as a 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;

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.

9. Issue of Options to Adrian Goldstone

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, subject to and conditional upon the passing of Resolution 3, for the purposes of ASX Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 500,000 Options on the terms and conditions set out in the Explanatory Memorandum to Adrian Goldstone (or nominee) who is a Director of the Company as described in the Explanatory Memorandum.”

Voting restriction pursuant to the Corporations Act

In accordance with section 224 of the Corporations Act, a vote on Resolution 9 must not be cast by or on behalf of Mr Adrian Goldstone (or his nominee) or any of their Associates.

However, this does not prevent the casting of a vote on Resolution 9 if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Goldstone (or his nominee) or any of their Associates.

Page 6 of 42

Notice of Annual General Meeting

As Resolution 9 is connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 9 must not be cast by:

• any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or • a Closely Related Party of such KMP,

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on this Resolution 9.

However, the Company need not disregard a vote on this Resolution 9 if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and the Shareholder expressly authorises the person chairing the meeting to exercise the proxy even if this Resolution 9 is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, for the entity

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 9 by or on behalf of:

• a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Option & Performance Rights Plan in question; and • an associate of those persons.

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

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.

10. Change of Auditor

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, subject to ASIC consenting to the resignation of PricewaterhouseCoopers as auditor of the Company, for the purposes of section 327B of the Corporations Act and for all other purposes, BDO Audit (WA) Pty Ltd, having been nominated by a Shareholder and having consented in writing to act as the auditor of the Company, be appointed as auditor of the Company with effect from the close of the Meeting.”

Special business

11. Approval to issue an additional 10% of the issued capital of the Company

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

“That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, the Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that

Page 7 of 42

Notice of Annual General Meeting

determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Memorandum ( Additional Placement Securities ).”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 11 by or on behalf of:

• any person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares if this Resolution 11 is passed); and

• an associate of that person.

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

• a person as a 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; • 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.

Other Business

To consider any other business that may be brought before the Meeting in accordance with the Company’s Constitution.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.

Snapshot Time

Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the Meeting, at which a “snapshot” of Shareholders will be taken for the purposes of determining Shareholders' entitlements to vote at the Meeting.

The Directors have determined that all Shares of the Company on the register as at 4.00 pm (Perth time) on Monday, 22 November 2021 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Poll

All Resolutions shall be conducted by poll, as they are all resolutions relating to the ASX Listing Rules.

Proxies

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form for the Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 1.30pm (Perth time) on Monday, 22 November 2021.

Page 8 of 42

Notice of Annual General Meeting

Voting by Proxy

A Shareholder can direct its proxy to vote for, against or abstain from voting on each resolution by marking the appropriate box in the Voting Directions section of the proxy form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed.

If the Chairman is to act as your proxy in relation to the meeting (whether by appointment or by default) and you have not given directions on how to vote by marking the appropriate box in the Voting Directions section of the proxy form, the Chairman intends to vote all valid undirected proxies in respect of each of the Resolutions in favour of the relevant resolution.

The current COVID-19 situation ought not impact on shareholders’ ability to attend the meeting, however if that changes, shareholders will be advised and the Company will strongly encourage shareholders to lodge a directed proxy, and to appoint the Chairman as your proxy, instead of attending the meeting. Shareholders should take account of any applicable COVID-19 restrictions as applicable at the Meeting date, and as may be directed at the Meeting.

If you are in any doubt as to how to vote, you should consult your professional adviser.

Voting Online at www.linkmarketservices.com.au

Please see the accompanying Proxy Form for instructions as to how to lodge your proxy, including lodging online.

Corporate Representative

If a representative of a Shareholder corporation is to attend the Meeting, a “Corporate Representative Certificate” should be completed and produced prior to the Meeting. Please contact the Company’s Share Registry for a pro forma corporate representative certificate if required.

By Order of the Board Saturn Metals Limited

==> picture [50 x 23] intentionally omitted <==

Natasha Santi Company Secretary 14 October 2021

Page 9 of 42

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to Shareholders of Saturn Metals Limited ACN 619 488 498 ( Company ) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at the Country Women’s Association of WA on Wednesday, 24 November 2021 commencing at 1.30pm (AWST).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum are defined in section 10.

2. Consider the Company’s Annual Report

The Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the financial statements for the Company and for the financial year ended 30 June 2021 was released to the ASX on 30 September 2021 and subsequently dispatched to Shareholders as required.

Shareholders can access a copy of the Company’s Annual Report at: saturnmetals.com.au/investor-centre/financial-reports/

The Company’s Annual Report is placed before the Shareholders for discussion and a reasonable opportunity will be provided for discussion. No voting is required for this item.

3. Resolution 1 - Remuneration Report

The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory resolution in accordance with section 250R of the Corporations Act.

The Remuneration Report is set out in the Directors’ Report section of the Annual Report. The Report, amongst other things:

(a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the consolidated entity;
(b) explains the relationship between the Board’s remuneration policy and the Company’s performance;
(c) sets out remuneration details for each Key Management Personnel of the consolidated entity including details of performance related remuneration and any options or other securities granted as part of remuneration; and
(d) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

The Board believes the Company’s remuneration policies and structures as outlined in the Remuneration Report are appropriate relative to the size of the Company, its business and strategic objectives and current and emerging market practices.

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

Page 10 of 42

Explanatory Memorandum

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution. In accordance with the Corporations Act, a vote on this Resolution is advisory only and does not bind the Directors or the Company.

There are restrictions on members of the Key Management Personnel and their Closely Related Parties and their proxies voting (in any capacity) on Resolution 1, details of which are set out in the voting restriction statement included in Resolution 1 of the Notice of Meeting.

4. Resolution 2 - Re-Adoption of Incentive Options and Performance Rights Plan

4.1 Introduction

Pursuant to Resolution 2, the Company is seeking approval of Shareholders for the issue of securities under the Company’s Employee Incentive Option & Performance Rights Plan ( Incentive Plan ) as an exception under Listing Rule 7.2 Exception 13(b) which would enable securities issued under the Incentive Plan over the next three years to be excluded from the calculation of the number of securities issued for the purposes of Listing Rules 7.1 and 7.1A.

The Company utilises the Incentive Plan as a means of rewarding and incentivising its key employees.

A summary of the terms of the Incentive Plan are set out in Schedule 1 to this Explanatory Memorandum.

4.2 Listing Rules

The Company obtained the approval of Shareholders for the adoption of the Incentive Plan under the ASX Listing Rules at its 2018 Annual General Meeting on 27 November 2018. The Company has made no material changes to the Incentive Plan since its approval in 2018.

The Company has implemented the Incentive Plan pursuant to which the Company issues securities to the Company’s employees to incentivise employees to achieve the long term objectives of the Company and to attract employees of experience and ability ( Incentive Plan Issue ). Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its Shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Unless Shareholder approval is obtained pursuant to this Resolution 2, securities issued under the Incentive Plan Issue would reduce the Company’s 15% capacity to issue Shares under Listing Rule 7.1 for three years following the 2021 AGM.

Resolution 2 seeks the required Shareholder approval for the Incentive Plan Issue for the three year period after the 2021 AGM, under and for the purposes of Listing Rule 7.1. Specifically, Exception 13 of Listing Rule 7.2 allows the Company to issue securities under the Incentive Plan without the issue of such securities being counted towards the Company’s 15% capacity under Listing Rule 7.1 where Shareholders have approved the issue of securities under the Incentive Plan as an exception to Listing Rule 7.1 within three years prior to the issue of the securities.

Page 11 of 42

Explanatory Memorandum

Resolution 2 is being put to Shareholders for this purpose and will allow the Company to utilise Exception 13 of Listing Rule 7.2 for three years from the date of this Resolution being passed.

4.3 Information for Shareholders

In accordance with Exception 13 of Listing Rule 7.2, the Company advises as follows:

(a) a summary of the key terms of the Incentive Plan are set out in Schedule 1;
(b) since the Incentive Plan was approved by Shareholders at the 2018 AGM, a total of 2,335,000 securities have been issued under the Incentive Plan;
(c) following approval of Resolution 2, the maximum number of equity securities that may be issued within the next three years under the Incentive Plan shall consist of 12,000,000 securities. The maximum number stated above is not intended to be a prediction of the actual number of securities that may be issued under the Incentive Plan, it is simply a ceiling for the purposes of Listing Rule 7.2 Exception 13(b). The total number of securities issued under the Incentive Plan within the next three years may be less than the maximum number stated above or may be more than the maximum number stated above (in which case the excess will count as part of the Company’s 15% placement capacity under Listing Rule 7.1); and
(d) a voting exclusion statement is set out in Resolution 2.
4.4 Further considerations

The Company believes that it will derive a significant benefit by incentivising its senior management and key employees through the issue of securities under the Incentive Plan. Additionally, the Company believes it to be in the best interests of the Company to preserve the maximum commercial flexibility to issue Equity Securities that is afforded to it by Listing Rule 7.1.

4.5 Outcome of voting for and against the Resolution

If the Resolution is passed, the Company will be able to issue securities under the Incentive Plan over the next three years without reducing the Company’s 15% capacity to issue Shares under Listing Rule 7.1.

If the Resolution is not passed, the Company will not be able to issue securities under the Incentive Plan without either reducing its 15% capacity or seeking approval of Shareholders for every such issue of securities.

Shareholders should note that the Company’s ability to rely on Listing Rule 7.2 Exception 13 pursuant to Shareholder approval for this Resolution will cease if there is a material change to the terms of the Incentive Plan as provided in this Notice of Meeting.

4.6 Directors’ recommendation

The Directors unanimously recommend that you vote in favour of Resolution 2.

5. Resolution 3 - Election of Adrian Goldstone as a Director

In accordance with ASX Listing Rule 14.4 and Clause 14.4 of the Company’s Constitution, the Directors may appoint any person to be a Director, either as an addition to the existing Directors or to fill a casual vacancy. However, any such appointment concludes at the next annual general meeting following the appointment. The Director is then eligible for election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Mr Goldstone was appointed as an additional Director on 20 May 2021.

Page 12 of 42

Explanatory Memorandum

Adrian Goldstone retires in accordance with ASX Listing Rule 14.4 and Clause 14.4 of the Company’s Constitution and, being eligible, offers himself for re-election as a Director.

Mr Goldstone has in excess of 35 years’ experience in the resources industry holding executive roles over much of that time and has more recently become involved in specialist investment and financing for the resources industry. He currently holds the position of Managing Director, Technical at Dundee Goodman Merchant Partners. He brings expertise and successful experience in project management and associated governance processes, environmental management, and social licence in the industry and has a strong focus on creative business solutions meeting the expectations of multiple stakeholders.

From 2006 through 2014 he was the Executive Vice President responsible for Dundee Precious Metals Inc.’s major projects in Europe and Africa where his accountabilities included sustainable business development, environmental management, corporate social responsibility and executive project management. Projects he oversaw included mining projects, a smelter emissions upgrade and the smelter acid plant in Tsumeb, Namibia. Mr Goldstone was responsible for maintaining production at the site while delivering the upgrades. Mr Goldstone was also responsible for government relations and frequently navigated projects through regulatory and political process at cabinet level.

Prior to this, Mr Goldstone was Partner and Managing Director at Kingett Mitchell Ltd ( Kingett Mitchell ) for a decade. Kingett Mitchell was a diversified resource and environmental consultancy based in New Zealand. Mr Goldstone built a successful international minerals industry consultancy during his tenure and worked on projects in New Zealand, Australia, North America and many other countries around the world. Golder Associates acquired Kingett Mitchell in 2006. Additionally, Mr Goldstone has spent 10 years in various roles with Cyprus Minerals Company and Cyprus-Amax Minerals in New Zealand, Australia and the US in operational roles and then in the corporate and international groups.

Currently Mr Goldstone serves as Non-Executive Director of Zinc of Ireland NL (ASX:ZMI) and Big River Gold Limited (ASX: BRV). Mr Goldstone has been a director of the Company since 20 May 2021.

The Directors (with Mr Goldstone abstaining) recommend that you vote in favour of this Ordinary Resolution.

6. Resolution 4 – Re-Election of Robert Tyson as a Director

In accordance with Clause 14.2 of the Company’s Constitution, at every annual general meeting, one third of the directors in office (other than any managing director) must retire by rotation and are eligible for re-election. In addition, pursuant to ASX Listing Rule 14.4, no director may hold office without re-election beyond the third annual general meeting following the meeting at which the director was last re-elected.

Mr Tyson is a geologist with more than 20 years resources industry experience having worked in exploration and mining-related roles for companies including Cyprus Exploration Pty Ltd, Queensland Metals Corporation NL, Murchison Zinc Pty Ltd, Normandy Mining Limited and Equigold NL. Mr Tyson is currently the Managing Director of Peel Mining Limited, a role he has held for 15 years. Mr Tyson has been a director of the Company for 5 years and was appointed at its incorporation on 2 June 2017.

Mr Robert Tyson therefore retires at the annual general meeting in accordance with the Constitution and being eligible, has offered himself for re-election at the Meeting.

The Directors (with Mr Tyson abstaining) recommend that you vote in favour of this Ordinary Resolution.

Page 13 of 42

Explanatory Memorandum

7. Resolutions 5 to 9 - Issue of Equity Securities to Related Party

Resolution 5 seeks Shareholder authorisation to issue a total of 750,000 Performance Rights ( Performance Rights ) to Managing Director, Ian Bamborough and Resolutions 6 to 9 seeks Shareholder authorisation to issue a total of 2,200,000 Options ( Options ) to Non-Executive Directors, Brett Lambert, Andrew Venn, Robert Tyson and Adrian Goldstone (or their nominees) (collectively, the Related Parties ) pursuant to the Incentive Plan.

The Incentive Plan was approved by Shareholders at the Company’s 2018 AGM and is subject to re-adoption under Resolution 2. A summary of the terms and conditions of the Incentive Plan can be found in Schedule 1 to this Notice.

Approval for the issue of the Performance Rights & Options is sought in accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act and section 195(4) of the Corporations Act. As approval is being sought under Listing Rule 10.14, approval will not be required under Listing Rule 7.1.

7.1 Performance Rights & Options terms

A summary of the terms and conditions of the Performance Rights and Options proposed to be issued pursuant to the Incentive Plan are set out at Schedule 2 and Schedule 3, respectively, of this Explanatory Memorandum, including the performance hurdles, linked to company performance, and weightings.

7.2 Relevant legislation - Chapter 2E and section 195(4) of the Corporations Act and Listing Rule 10.14

(a) Chapter 2E and section 195(4) of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a Financial Benefit to a Related Party of the public company unless providing the benefit falls within a prescribed exception to the general prohibition. Relevantly, there is an exception under section 208 of the Corporations Act if the company first obtains the approval of its shareholders in a general meeting in circumstances where certain requirements specified in Chapter 2E in relation to the convening of that meeting have been met ( Shareholder Approval Exception ).

A “Related Party” is defined widely in section 228 of the Corporations Act and includes, relevantly, a director (or proposed director) of a public company, a director of any entity that controls (or is reasonably likely to control) a public company, any entity that is controlled by a person or entity which is otherwise a Related Party, and entities where there are reasonable grounds to believe that a person/entity is likely to become a Related Party of the public company.

A “Financial Benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the Related Party. In determining whether or not a Financial Benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the Financial Benefit is to be disregarded, even if it is full or adequate.

Relevantly, there is also an exception to Chapter 2E where the financial benefit to be given constitutes objectively reasonable remuneration. Further, section 195(1) of the Corporations Act provides that a director of a public company who has a material personal interest in a matter that is being considered at a directors' meeting must not be present while the matters are being considered at the meeting or vote on the matter. However, section 195(4) provides that if there are then not enough directors to form a quorum for a directors' meeting, one or more of the directors (including those who have

Page 14 of 42

Explanatory Memorandum

a material personal interest in that matter) may call a general meeting and the general meeting may pass a resolution to deal with the matter.

The Board believes that the issue of the Performance Rights and Options to the Directors constitute reasonable remuneration and an appropriate incentive to the Directors. However, in the interests of good governance given all Directors are proposed to receive Performance Rights, the Board believes it is appropriate to give Shareholders the right to vote on Resolutions 5 to 9 under the Chapter 2E of the Corporations Act, and section 195(4) of the Corporations Act, approval regime.

A copy of this Notice and the Explanatory Memorandum has been lodged with ASIC in accordance with section 218 of the Corporations Act.

(b)

Listing Rule 10.14

Listing Rule 10.14 requires that an entity must obtain the approval of Shareholders to issue Securities under an employee incentive scheme to any of the following persons:

(1) a director of the Company;
(2) an Associate of a person referred to at item 7.2(b)(1) above; or
(3) a person whose relationship with the entity or a person referred to in items 7.2(b)(1) or 7.2(b)(2) is such that, in ASX’s opinion, the issue or agreement should be approved by security holders,

(individually referred to as an Allottee and jointly as Allottees ) and in doing so must provide the information specified in Listing Rule 10.15, unless an exception applies. an approval under Listing Rule 10.14 ceases to be valid if there is a material change to the terms of the employee incentive scheme from those sent out in the notice of meeting.

If Resolutions 5 to 9 are passed, the Performance Rights and Options must be issued within 3 years of that approval or else the approval will lapse.

(c)

Listing Rule 7.1 - Issues exceeding 15% of capital

Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities equivalent in number to more than 15% of its capital in the 12 month period immediately preceding the date of the issue or agreement (if the entity has been admitted to the official list for 12 months or more) or the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement (if the entity has been admitted to the official list for less than 12 months) without the prior approval of its shareholders ( 15% Capacity ). However, under Listing Rule 7.2 (Exception 14), if approval is being sought under Listing Rule 10.14, further approval will not be required under Listing Rule 7.1. Therefore, issue of Performance Rights and Options will not count towards the Company’s 15% Capacity under Listing Rule 7.1.

7.3 Shareholder approval requirement

Resolutions 5 to 9, if passed, will confer Financial Benefits and involve the issue of Securities (namely, the Performance Rights and Options) to the Related Parties.

Therefore, the Company seeks to obtain Shareholder approval in accordance with the requirements of Chapter 2E, section 195(4) of the Corporations Act and Listing Rule 10.14.

As approval is being sought under Listing Rule 10.14, in accordance with Listing Rule 7.2 (Exception 14) approval will not be required under Listing Rule 7.1. Therefore, if approved, the

Page 15 of 42

Explanatory Memorandum

Performance Rights and Options will not count towards the Company’s 15% Capacity under Listing Rule 7.1.

7.4 Information for Shareholders

Chapter 2E of the Corporations Act

For the purposes of Chapter 2E and section 219 of the Corporations Act, and for all other purposes, the following information is provided to shareholders:

(a) The Related Parties to whom Resolutions 5 to 9 would permit the Financial Benefit to be given (section 219(1)(a))

The proposed Financial Benefit will be given to Ian Bamborough, Brett Lambert, Andrew Venn, Robert Tyson and Adrian Goldstone who are each a Related Party of the Company because they are a Director of the Company.

(b) The nature of the Financial Benefit (section 219(1)(b))

The nature of the proposed Financial Benefit to be given is the issue of Performance Rights or Options.

(c) Directors’ recommendation (section 219(1)(c))

Each Director has a material personal interest in the outcome of Resolutions 5 to 9 on the basis that all Directors (or their nominees) are to be issued Performance Rights or Options should the Resolutions be passed. For this reason, in current circumstances, the Directors do not believe that it is appropriate to make recommendations on Resolutions 5 to 9.

Resolutions 6 to 9 propose the issue of Options to Non-Executive Directors, which is not consistent with the Recommendations of the ASX Corporate Governance Council (Principle 8) 4th Edition. The Executive Director considers that the issue of Options to the Non-Executive Directors (if approved by shareholders) would not lead to bias in their decision making or compromise their objectivity, but rather considers that it would align their interests with those of existing security holders in general.

(d) Directors’ interest and other remuneration (section 219(1)(d))

The Related Parties each have a material personal interest in the outcome of Resolutions 5 to 9, as it is proposed that the Performance Rights or Options (as is relevant) be issued to them (or their nominee) as set out in Resolutions 5 to 9 respectively.

Excluding the Performance Rights and Options to be issued subject to Shareholder approval at this Meeting, the Related Parties each hold the following Shares, Performance Rights and Options in the Company:

Shareholder	Shares Directly and Indirectly Held	Options Directly and Indirectly Held	Performance Rights Directly and Indirectly Held	% of total Share Capital (shares on issue)
Ian Bamborough	4,663,941	400,000	388,000	4.14%
Brett Lambert	-	-	-	-
Robert Tyson	1,210,000	400,000	250,000	1.07%
Andrew Venn	818,000	400,000	250,000	0.73%
Adrian Goldstone	14,500	-	-	0.01%

Page 16 of 42

Explanatory Memorandum

If all of the Performance Rights and Options are issued, and converted into Shares, it will have the following effect on their holdings in the Company and the dilutionary impact on current Shareholders of the Company:

Shareholder	Current Share Holding	% of Total Share Capital Shares on issue1	Shares held upon issue of Performance Rights and Options and assumed conversion1	% of total Diluted Share Capital (shares on issue)
Current Shareholders	105,908,069	94.04%	105,908,069	91.64%
Ian Bamborough	4,663,941	4.14%	5,413,941	4.68%
Brett Lambert	-	0.00%	700,000	0.61%
Robert Tyson	1,210,000	1.07%	1,710,000	1.48%
Andrew Venn	818,000	0.73%	1,318,000	1.14%
Adrian Goldstone	14,500	0.01%	514,500	0.45%
Total	112,614,510	100.00%	115,564,510	100.00%

Notes:

Assuming that no other Shares are issued, and no existing Options or Performance Rights are exercised.

(e)

Valuation

The Directors of the Company have considered the indicative theoretical value attributable to the Performance Rights and Options at a valuation date of 5 October 2021, which has been determined by an independent entity and is set out in Schedule 4 and Schedule 5 respectively. Based on that valuation, the theoretical valuation of the financial benefit is set out below:

Directors Name	Number of Performance Rights	Number of Options	Value based on valuation
Ian Bamborough	750,000	-	$238,875
Brett Lambert	-	700,000	$107,800
Robert Tyson	-	500,000	$77,000
Andrew Venn	-	500,000	$77,000
Adrian Goldstone	-	500,000	$77,000

(f) Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors (section 219(1)(e) and 219(2))

There is no other information known to the Company or any of its Directors save and except as follows:

Page 17 of 42

Explanatory Memorandum

Market Price movements:

Trading history

In the 12 months prior to 5 October 2021, the Company’s trading history is as follows:

(1) the highest trading price was $0.795 on 12 November 2020;
(2) the lowest trading price was $0.33 on 23 February 2021; and
(3) the VWAP per Share over the 12 month period prior to 5 October 2021 was $0.486.

The trading price of the Shares on the close of trading on 5 October 2021 was $0.42.

Opportunity costs

The opportunity costs and benefits foregone by the Company issuing the Performance Rights and Options is the potentially dilutionary impact on the issued share capital of the Company. To the extent that the dilutionary impact caused by the issue of the Performance Rights and Options will be detrimental to the Company, this is considered to be more than offset by the benefits. For accounting purposes, the Performance Rights and Options will be recognized as an expense.

The grant of the Performance Rights and Options are considered an appropriate remuneration strategy to align the interests of the individual with those of the Company’s strategic plan focusing on optimizing performance with the benefits flowing through to enhanced Shareholder returns, whilst also protecting the Company’s cash reserves so that they can be directed towards the Company’s operations.

Taxation consequences

No stamp duty will be payable in respect of the grant of the Performance Rights or Options. No GST will be payable by the Company in respect of the grant of the Performance Rights or Options (or if it is then it will be recoverable as an input credit).

Dilutionary effect

The effect of the issue of the Performance Rights and Options, assuming that none of the existing performance rights or options on issue in the Company have been exercised, is as follows:

Security Type	Current	Current	Post Share issue/ conversion of Performance Rights and Options	Post Share issue/ conversion of Performance Rights and Options
	Securities	Percentage	Securities	Percentage
Ordinary shares - current Shareholders (excluding the Related Parties, and excluding unquoted convertible securities)	112,614,510	100%	112,614,510	97.45%
Performance Rights	-	0%	750,000	0.65%

Page 18 of 42

Explanatory Memorandum

Security Type	Current	Current	Post Share issue/ conversion of Performance Rights and Options	Post Share issue/ conversion of Performance Rights and Options
	Securities	Percentage	Securities	Percentage
Options	-	0%	2,200,000	1.90%
Total ordinary shares	112,614,510	100.00%	115,564,510	100.00%

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by Resolution 5 to 9.

Listing Rule 10.15

For the purposes of Listing Rule 10.15 and for all other purposes the following information is provided to Shareholders:

(g) 10.15.1 and 10.15.2: Name and categorisation of the Allottee

The names and categorisation of the Allottees are set out below:

Name	Categorisation
Ian Bamborough	ListingRule 10.14.1: A director of the entity
Brett Lambert	ListingRule 10.14.1: A director of the entity
Robert Tyson	Listing Rule 10.14.1: A director of the entity (subject to the passingof Resolution 4)
Andrew Venn	ListingRule 10.14.1: A director of the entity
Adrian Goldstone	Listing Rule 10.14.1: A director of the entity (subject to the passingof Resolution 3)

(h) 10.15.3: Number and class of Securities to be issued

The maximum number of Equity Securities to be issued is 2,950,000.

Name	Securities to be issued
Ian Bamborough	750,000 Performance Rights
Brett Lambert	700,000 Options
Robert Tyson	500,000 Options
Andrew Venn	500,000 Options
Adrian Goldstone	500,000 Options
TOTAL	2,950,000

(i) 10.15.4: Details of the Director’s remuneration package

The current remuneration packages (comprising of cash, salary, fees superannuation, leave benefits, previously issued options and performance rights) of the Directors as shown in the Financial Statements and as currently agreed are as follows:

Page 19 of 42

Explanatory Memorandum

Shareholder	Total Remuneration Package *(as at 30 June 2021 per* *Financial Statements)*	Agreed Remuneration Package
Ian Bamborough	$429,861	$537,027
Brett Lambert	$76,650	$77,000
Robert Tyson	$88,542	$86,536
Andrew Venn	$88,542	$86,536
Adrian Goldstone1	$6,329	$55,000

Note:

1. Adrian Goldstone was appointed as a Director on 20 May 2021.

2. The agreed remuneration package above does not include value of Performance Rights or Options proposed by Resolutions 5 to 9.

(j)

10.15.5: Securities previously issued under the Incentive Plan

A total of 750,000 Performance Rights have been issued under the Incentive Plan since it was last approved by the Company’s shareholders on 27 November 2018 to Allottees for the purposes of Listing Rule 10.15, comprising 250,000 Performance Rights issued to each of Ian Bamborough, Robert Tyson and Andrew Venn in November 2019, and all such Performance Rights were issued for nil cash consideration.

A total of 388,000 Performance rights have been issued under the Incentive Plan since it was last approved by the Company’s shareholders on 27 November 2018 to Allottees for the purposes of Listing Rule 10.15, comprising 388,000 Performance Rights issued to of Ian Bamborough, in November 2020, and all such Performance Rights were issued for nil cash consideration.

A total of 750,000 Options have been issued under the Incentive Plan since it was last approved by the Company’s shareholders on 27 November 2018, to Allottees for the purposes of Listing Rule 10.15, comprising 250,000 Options issued to each of Ian Bamborough, Robert Tyson and Andrew Venn in November 2019, and all such Options were issued for nil cash consideration.

(k)

10.15.6: Summary of the material terms of the Securities

The Performance Rights in Resolutions 5 will be issued based on the below terms and weightings:

Class	Name	Measure	Weighting	Timing of testing
A	Outperform XMM	Company’s share price outperforms the S&P/ASX 300 Metals and Mining (Industry) Index (XMM) by 10% or more. Both the STN and the XMM’s initial and final prices will be determined by their respective 20-day VWAP’s. For example if the XMM has gone up by 10 percentage points, then STN's price must havegone up by at least 20%.	70%	The period commencing on the date the Performance Rights are granted (Grant Date) and ending on the second anniversary

Page 20 of 42

Explanatory Memorandum

		As another example if the XMM has gone down by 10% then STN must hold even.		of the Grant Date
B	Continuation of Employment	The holder must have remained in continuous employment with the Company from the Issue Date as either Company staff, under an Executive Services Agreement or, Non-Executive Director or as an officially appointed officer.	30%	On the second anniversary of the Grant Date

The Options in Resolutions 6 to 9 will be issued based on the below terms:

Class	Exercise Price	Expiry		Measure	Vesting Period
		Date	Weighting
A	To be set at a 45% premium to the 5-day VWAP up to and including 23 November 2021	22 November 2024	50%	The holder must have remained a Non- Executive Director or as an officially appointed officer up until the end of the vesting period.	Will vest 12 months from the date of grant.
B	To be set at a 45% premium to the 5-day VWAP up to and including 23 November 2021	22 November 2024	50%	The holder must have remained a Non- Executive Director or as an officially appointed officer up until the end of the vesting period.	Will vest 24 months from the date of grant.

The Performance Rights and Options are issued under the Incentive Plan on the terms and conditions set out at Schedule 2 and Schedule 3, respectively, of the Explanatory Memorandum.

The Performance Rights were valued as shown at Schedule 4 and the Options were valued as shown in Schedule 5.

The Company is choosing to offer Performance Rights and Options to the Related Parties (or their nominees) to further motivate and reward their performance as Directors in achieving specified performance milestones within a specified performance period. The Board considers the granting of the Performance Rights and Options to be a costeffective reward for the Company to make to appropriately incentivise the continued performance of the Related Parties and is consistent with the strategic goals and targets of the Company.

(l) 10.15.7: Date or dates on which the Securities will be issued (Issue Date)

The Company will issue the Performance Rights and Options as soon as possible and in any event within 3 years following the Meeting.

(m) 10.15.8: Issue price or other consideration the Company will receive for the issue

The Performance Rights are being issued at a nil issue price, and upon conversion (subject to satisfaction of the Vesting Conditions and the terms of the Incentive Plan), will convert into Shares at a nil issue price.

Page 21 of 42

Explanatory Memorandum

The Options are being issued at a nil issue price, and upon exercise (subject to satisfaction of the Vesting Conditions and the terms of the Incentive Plan), and payment of the Exercise Price, will convert into Shares.

(n) 10.15.9: Summary of the material terms of the Incentive Plan

The Performance Rights and Options are issued under the Incentive Plan on the terms and conditions set out at Schedule 1of the Explanatory Memorandum.

(o) 10.15.10: Material terms of any loan

No funds will be raised from the issue of Performance Rights. No loan has been or will be given to Ian Bamborough in relation to the grant of Performance Rights under the Incentive Plan and no funds will be raised from the issue or vesting of the Performance Rights.

No funds will be raised from the issue of Options. No loan has been or will be given to Brett Lambert, Robert Tyson, Andrew Venn or Adrian Goldstone in relation to the grant of Options under the Incentive Plan and no funds will be raised from the issue or vesting of the Options.

(p) 10.15.11: Incentive Plan Statement

Details of any Performance Rights or Options issued under the Incentive Plan will be published in each annual report of the Company relating to a period in which Performance Rights or Options have been issued and that approval for the issue of Performance Rights or Options was obtained, if required, under ASX Listing Rule 10.14.

Any additional personnel covered by ASX Listing Rule 10.14 who become entitled to participate in the Incentive Plan after this resolution was approved and who were not named in the notice of meeting will not participate until shareholder approval is obtained, if required, under that rule.

(q) 10.15.12: Voting exclusion statement

Voting exclusion statements are set out at Resolutions 5 to 9.

7.5 Outcome of voting for and against Resolutions 5 to 9

If Resolutions 5 to 9 are passed, the Company will be able to issue the Performance Rights and Options to the Related Parties. If the Resolutions 5 to 9 are not passed, the Company will not be able to issue the Performance Rights Options to the Related Parties.

We note that the issue of Options to Adrian Goldstone and Robert Tyson under Resolutions 9 and 7, respectively, assumes that Messrs Goldstone and Tyson will have received Shareholder approval for election as Directors under Resolutions 3 and 4. In the event Resolutions 3 and/or 4 are not approved by Shareholders, the issue of Options pursuant to Resolutions 9 and/or 7 to Messrs Goldstone and Tyson will not proceed.

8. Resolution 10 - Change of Auditor

8.1 Explanation

PricewaterhouseCoopers ( PwC ) has informed the Company that, following completion of the Company’s 2021 Annual Report, PwC intends to tender its resignation as auditor of the Company and will apply to ASIC for its consent to resign, effective from conclusion of the Meeting. Subsequent to this, the Board intends to appoint BDO Audit (WA) Pty Ltd as auditor

Page 22 of 42

Explanatory Memorandum

for the Company from conclusion of the Meeting pursuant to section 327C(1) of the Corporations Act. The Company will keep Shareholders informed with regards to this.

In accordance with section 327C(2), an auditor appointed under section 327C(1) holds office until the company's next annual general meeting. The ongoing appointment of the auditor must then be approved by Shareholders under section 327B of the Corporations Act.

In accordance with section 328B(1) of the Corporations Act, the Company has obtained a written nomination from a Shareholder for BDO Audit (WA) Pty Ltd to be appointed as the Company’s auditor, a copy of which is attached to this Explanatory Memorandum as Schedule 6. In accordance with section 328A(1) of the Corporations Act, BDO Audit (WA) Pty Ltd has given its written consent to act as the Company’s auditor, and, as at the date of this Notice, has not withdrawn this consent.

If Resolution 10 is passed, the appointment of BDO Audit (WA) Pty Ltd as the Company’s auditors will take effect from the close of the Annual General Meeting.

8.2 Directors recommendation

The Directors unanimously recommend that you vote in favour of Resolution 10.

9. Resolution 11 - Approval to issue an additional 10% of the issued capital

9.1 Introduction

Pursuant to Resolution 11, the Company is seeking Shareholder approval to issue an additional 10% of issued capital over a 12 month period pursuant to Listing Rule 7.1A. If passed, this Resolution will allow the Company to allot and issue up to the number of new Equity Securities calculated in accordance with Listing Rule 7.1A.2 ( Additional Placement Securities ) each at an issue price of at least 75% of the volume weighted average price ( VWAP ) for the Company’s Equity Securities in that class (calculated over the last 15 days on which trades in the Equity Securities are recorded immediately before the date on which the price at which the Additional Placement Securities are to be issued is agreed, or if the Additional Placement Securities are not issued within five trading days of that date, the date on which the Additional Placement Securities are issued) ( Issue Price ).

This approval is sought pursuant to Listing Rule 7.1A. Under Listing Rule 7.1A, small and mid-cap listed entities that meet the eligibility threshold and have obtained the approval of their ordinary shareholders by special resolution at the annual general meeting are permitted to issue an additional 10% of issued capital over a 12 month period from the date of the annual general meeting ( Additional 10% Placement ). The Additional 10% Placement under Listing Rule 7.1A is in addition to the ability of the Company to issue 15% of its issued capital without Shareholder approval over a 12 month period pursuant to Listing Rule 7.1. The Company may issue the Additional Placement Securities pursuant to the Additional 10% Placement to raise funds for the Company. Funds raised from the issue of Additional Placement Securities, if undertaken, would be applied towards progressing the Apollo Hill Project, exploring the prospective Apollo Hill regional tenement package, funding, where warranted, the West Wyalong Joint Venture activities and additional working capital.

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 11.

Page 23 of 42

Explanatory Memorandum

9.2 Listing Rule 7.1A

(a) General

(1) Eligibility

An entity is eligible to undertake an Additional 10% Placement if at the time of its annual general meeting it has a market capitalisation of $300 million or less and it is not included in the S&P/ASX300 Index ( Eligible Entity ).

The Company has a market capitalisation of less than $300 million and is not included in the S&P/ASX300 Index and is therefore an Eligible Entity and able to undertake an Additional 10% Placement under Listing Rule 7.1A.

In the event that the Company for any reason ceases to be an Eligible Entity after the Company has already obtained Shareholders’ approval pursuant to this Resolution 11, the approval obtained will not lapse and the Company will still be entitled to issue the Additional Placement Securities.

(2) Special Resolution

Listing Rule 7.1A requires this Resolution 11 to be passed as a Special Resolution, which means that it must be passed by at least 75% of the votes cast by members entitled to vote on the Resolution. Pursuant to Listing Rule 7.1A, no Additional Placement Securities will be issued until and unless this Special Resolution is passed at the meeting.

(3) Shareholder approval

The ability to issue the Additional Placement Securities is conditional upon the Company obtaining Shareholder approval by way of a Special Resolution at the Meeting.

(b) Additional 10% Placement period - Listing Rule 7.1A.1

Assuming Resolution 11 is passed, shareholder approval of the Additional 10% Placement under Listing Rule 7.1A is valid from the date of the AGM and expires on the earlier to occur of:

(1) the date that is 12 months after the date of the AGM;
(2) the time and date of the Company’s next AGM; or
(3) the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX.

If approval is given for the issue of the Additional Placement Securities then the approval will expire on 24 November 2022, unless the Company holds its next AGM or shareholder approval is granted pursuant to Listing Rule 11.1.2 or Listing Rule 11.2 prior to that date.

(c) Calculation for Additional 10% Placement - Listing Rule 7.1A.2

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the period of

Page 24 of 42

Explanatory Memorandum

the approval, a number of Equity Securities calculated in accordance with the following formula:

(A x D) - E

Where:

A is the number of ordinary securities on issue at the commencement of the Relevant Period,

(1) plus the number of fully paid ordinary securities issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(2) plus the number of fully paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
(A) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
(B) 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,
(3) plus the number of fully paid ordinary securities issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
(A) the agreement was entered into before the commencement of the Relevant Period; or
(B) 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,
(4) plus the number of partly paid ordinary securities that became fully paid in the Relevant Period;
(5) plus the number of fully paid ordinary securities issued in the Relevant Period with approval of holders of ordinary securities under Listing Rule 7.1 or Listing Rule 7.4 (but note that this does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without shareholder approval); and
(6) less the number of fully paid ordinary securities cancelled in the Relevant Period.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by the shareholders under Listing Rule 7.4.

(d) Listing Rule 7.1A.3
(1) Equity Securities

Any Equity Securities issued under the Additional 10% Placement must be in the same class as an existing quoted class of Equity Securities of the Company and issued for cash consideration.

Page 25 of 42

Explanatory Memorandum

As at the date of this notice of meeting, the class of Equity Securities in the Company quoted on the ASX are fully paid ordinary shares. The Company presently has 112,614,510 Shares on issue at the date of this Notice of Meeting.

(2) Minimum issue price

The issue price for the Additional Placement Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

(A) the date on which the price at which the relevant Additional Placement Securities are to be issued is agreed by the Company and the recipient of the Additional Placement Securities; or
(B) if the relevant Additional Placement Securities are not issued within ten trading days of the date in paragraph 9.2(d)(2)(A) above, the date on which the relevant Additional Placement Securities are issued.

(e) Information to be given to ASX - Listing Rule 7.1A.4

If Resolution 11 is passed and the Company issues any Additional Placement Securities under Listing Rule 7.1A, the Company must:

(1) state in its announcement of the issue or in its application for quotation of the Additional Placement Securities that they are being issued under Listing Rule 7.1A; and
(2) give to the ASX immediately after the issue a list of allottees of the Additional Placement Securities and the number of Additional Placement Securities allotted to each (this list will not be released to the market).
(f) Listing Rule 7.1 and Listing Rule 7.1A

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

At the date of this Notice of Meeting, the Company has on issue 112,614,510 Shares and 5,479,500 unlisted securities (being options of various expiry dates and exercise prices and also performance rights).

The Company will have the capacity to issue the following Shares on the date of the Meeting:

(1) 16,892,176 Shares under Listing Rule 7.1; and
(2) subject to Shareholder approval being obtained under Resolution 11, 11,261,451 Shares under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (as described above).

9.3 Specific information required by Listing Rule 7.3A

(a) The period for which the approval will be valid - Listing Rule 7.3A.1

As required by Listing Rule 7.1A.1, the Company will only issue and allot the Additional Placement Securities during the relevant approval period. The approval under

Page 26 of 42

Explanatory Memorandum

Resolution 11 for the issue of the Additional Placement Securities will cease to be valid on the earlier of the date that is 12 months from the date on which this Resolution 11 is approved, in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities of the Company) or Listing Rule 11.2 (the disposal of the main undertaking of the Company), or if the Company holds its next AGM before the 12 month anniversary of the AGM.

(b) Minimum price of securities issued under Listing Rule 7.1A - Listing Rule 7.3A.2

Pursuant to and in accordance with Listing Rule 7.1A.3, the Additional Placement Securities issued pursuant to approval under Listing Rule 7.1A must be issued for cash consideration and have an issue price of not less than 75% of the VWAP for the Equity Securities over the 15 trading days on which trades in that class were recorded immediately before:

(1) the date on which the price at which the Additional Placement Securities are to be issued is agreed; or
(2) if the Additional Placement Securities are not issued within ten trading days of the date in paragraph 9.3(b)(1) above, the date on which the Additional Placement Securities are issued.

The Company will disclose to the ASX the issue price on the date of issue of the Additional Placement Securities.

(c)

Purpose - Listing Rule 7.3A.3

As noted above, the purpose for which the Additional Placement Securities may be issued include to raise funds for the Company. Funds raised from the issue of Additional Placement Securities, if undertaken, would be applied towards progressing the Apollo Hill Project, exploring the prospective Apollo Hill regional tenement package, funding, where warranted, the West Wyalong Joint Venture activities and additional working capital.

(d) Risk of economic and voting dilution - Listing Rule 7.3A.4

If Resolution 11 is passed and the Company issues the Additional Placement Securities, there is a risk of economic and voting dilution to the existing Shareholders. The Company currently has on issue 112,614,510 Shares. The Company could issue 11,261,451 Additional Placement Securities on the date of the Meeting if Resolution 11 is passed (however, it is important to note that the exact number of Equity Securities which may be issued will be calculated in accordance with the formula contained in Listing Rule 7.1A.2 details of which are set out above). Any issue of Additional Placement Securities will have a dilutive effect on existing shareholders.

There is a specific risk that:

(1) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of any Additional Placement Securities than it is on the date of the Meeting; and
(2) the Additional Placement 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,

which may have an effect on the amount of funds raised by the issue or the value of the Additional Placement Securities.

As required by Listing Rule 7.3A.4, Table 1 below shows the potential economic and voting dilution effect, in circumstances where the issued share capital has doubled, and

Page 27 of 42

Explanatory Memorandum

the market price of the shares has halved. Table 1 also shows additional scenarios in which the issued share capital has increased (by both 50% and 100%) and the Market Price of the shares has:

(1) decreased by 50%; and
(2) increased by 100%.

Table 1 – Potential Economic and Voting Dilution Effect

Issued Share capital	50% decrease in market price $0.21	50% decrease in market price $0.21	Current market price $0.42	Current market price $0.42	100% increase in market price $0.84	100% increase in market price $0.84
	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised
Present issued Share capital = 112,614,510 Shares	11,261,451	2,364,905	11,261,451	4,729,809	11,261,451	9,459,619
50% Increase in Share capital = 168,921,765 Shares	16,892,176	3,547,357	16,892,176	7,094,714	16,892,176	14,189,428
100% Increase in Share capital = 225,229,020 Shares	22,522,902	4,729,809	22,522,902	9,459,619	22,522,902	18,919,238

Assumptions and explanations

(1) The market price is $0.42, based on the closing price of the Shares on ASX on 5 October 2021.
(2) The above table only shows the dilutionary effect based on the issue of the Additional Placement Securities (assuming only Shares are issued), and not any Shares issued under the 15% under Listing Rule 7.1.
(3) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
(4) The Company issues the maximum number of Additional Placement Securities.
(5) The issued share capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 5 October 2021.
(6) The issue price of the Additional Placement Securities used in the table is the same as the market price and does not take into account the discount to the market price (if any).
(e) Company’s allocation policy - Listing Rule 7.3A.5

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

Page 28 of 42

Explanatory Memorandum

(1) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing shareholders can participate;
(2) the effect of the issue of the Additional Placement Securities on the control of the Company;
(3) the financial situation and solvency of the Company; and
(4) advice from corporate, financial and broking advisers (if applicable).

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

Further, if the Company is successful in acquiring new assets or investments for which Additional Placement Securities are issued as consideration, it is likely that the allottees of some of the Additional Placement Securities will be the vendors of the new assets or investments.

(f) Previous issues under Listing Rule 7.1A.2 - Listing Rule 7.3A.6

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its 2020 Annual General Meeting on 26 November 2020, however, the Company has not issued equity securities under Listing Rule 7.1A.2 in the 12 months pursuant to that approval.

*Listing Rule 7.3A.6(a): Total Equity Securities issued in previous 12 months*	*Listing Rule 7.3A.6(a): Total Equity Securities issued in previous 12 months*
Number of Equity Securities on issue at commencement of 12 month period	108,464,510
Equity Securities issued or agreed to be issued in prior 12 month period (pursuant to both Listing Rule 7.1 and 7.1A)	Nil
Percentage previous issues represent of total number of Equity Securities on issue at commencement of 12 month period	0%

9.4 Voting exclusion statement

A voting exclusion statement is included in the Notice of Meeting. At the date of the Notice of Meeting, the proposed allottees of any Additional Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rule 7.1 and Listing Rule 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue, Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

Page 29 of 42

Explanatory Memorandum

10. Interpretation

Additional 10% Placement means the placement of an additional 10% of the issued capital of the Company pursuant to ASX Listing Rule 7.1A the subject of Resolution 11.

Additional Placement Securities means the securities to be issued pursuant to the Additional 10% Placement.

Advisory Resolution means a Resolution which, the result of voting by Shareholders, does not bind the Company.

Annual Report means the annual report for the Company for the period ended 30 June 2021.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in section 11 to 17 of the Corporations Act.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).

Board means the board of directors of the Company.

Chair means the person who chairs the Meeting.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant 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 dealings with the entity;
(e) a company the member controls; or
(f) a person prescribed by the regulations for the purposes of this definition.

Company means Saturn Metals Limited ACN 619 488 498.

Constitution means the constitution of the Company from time to time.

Convertible Securities has the meaning given to that term in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time.

Director means a director of the Company.

Eligible Entity has the meaning given to that term in the Listing Rules.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Page 30 of 42

Explanatory Memorandum

Financial Benefit has the meaning given to that term in section 229 of the Corporations Act.

Incentive Plan means the Company’s Employee Incentive Option and Performance Rights Plan.

Key Management Personnel or KMP has the definition given in Accounting Standards AASB 124 Related Party Disclosure as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the official listing rules of the ASX as amended from time to time.

Meeting, Annual General Meeting or AGM means the annual general meeting to be held at Country Women’s Association of WA at 1.30pm on Wednesday, 24 November 2021 as convened by the accompanying Notice of Meeting.

Notice of Meeting or Notice means the notice of meeting giving notice to Shareholders of the Meeting, accompanying this Explanatory Memorandum.

Official List means the official list of ASX.

Options means an option to subscribe for Shares.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Performance Right means a right to subscribe for Shares.

Related Party has the meaning in section 228 of the Corporations Act.

Relevant Period means:

(a) if the entity has been admitted to the Official List for 12 months or more, the 12 month period immediately preceding the date of the issue or agreement; or
(b) if the entity has been admitted to the Official List for less than 12 months, the period from the date the entity was admitted to the Official List to the date immediately preceding the date of the issue or agreement.

Remuneration Report means the remuneration report as contained in the annual Directors Report of the Company for the financial year ending 30 June 2021.

Resolution means a resolution as set out in the Notice of Meeting.

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

Shareholder means a holder of Shares in the Company.

Special Resolution means a resolution:

(a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and
(b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Vesting Condition has the meaning given at Schedule 2 & Schedule 3 of the Explanatory Memorandum.

Page 31 of 42

Explanatory Memorandum

VWAP means the volume weighted average closing price.

Any enquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Natasha Santi ( Company Secretary ):

9 Havelock Street West Perth, WA 6005 +61 (08) 6234 1114

Page 32 of 42

Explanatory Memorandum

Schedule 1 - Terms and Conditions of the Employee Incentive Option and Performance Rights Plan

The Company first approved the Employee Incentive Option & Performance Rights Plan ( Incentive Plan ) at its 2018 Annual General Meeting which was held on 27 November 2018 and seeks re-approval of the Incentive Plan at this Meeting.

Under the Incentive Plan, the Company may issue Options or Performance Rights ( Awards ). The key terms of the Employee Incentive Option & Performance Rights Plan applicable to Performance Rights are as follows:

(a) Eligibility : Participants in the Plan may be:
(1) a Director (whether executive or non-executive) of the Company and any associated body corporate of the Company (each a Group Company );
(2) a full or part time employee of any Group Company;
(3) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or
(4) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (1), (2) or (3) above,
- who is declared by the Board to be eligible to receive grants of Awards under the Incentive Plan ( Eligible Participants ).
(b) Offer : The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer ).
(c) Plan limit : The Company must have reasonable grounds to believe, when making an Offer, that the number of Shares to be received on exercise of Awards offered under an Offer, when aggregated with the number of Shares issued or that may be issued as a result of Offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer.
(d) Issue price : Unless the Awards are quoted on the ASX, Awards issued under the Incentive Plan will be issued for nil or no more than nominal cash consideration.
(e) Vesting Conditions : An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the Offer for the Awards ( Vesting Conditions ).
(f) Vesting : The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Awards due to:
(1) special circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being:
- (A) a Relevant Person ceasing to be an Eligible Participant due to: (i) death or total or permanent disability of a Relevant Person; or
  - (ii) retirement or redundancy of a Relevant Person;
- (B) a Relevant Person suffering severe financial hardship;

Page 33 of 42

Explanatory Memorandum

  - (C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or

  - (D) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the Relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or

(2) a change of control occurring; or
(3) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(g) Lapse of an Award : An Award will lapse upon the earlier to occur of:
(1) an unauthorised dealing, or hedging of, the Award occurring;
(2) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Award;
(3) in respect of unvested Awards only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(4) in respect of vested Awards only, a relevant person ceases to be an Eligible Participant and the Award granted in respect of that person is not exercised within a one (1) month period (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;
(5) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(6) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award;
(7) the expiry date of the Award.
(h) Shares : Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (i)) from the date of issue, rank on equal terms with all other Shares on issue.
(i) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Awards up to a maximum of five (5) years from the grant date of the Awards. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.
(j) No Participation Rights : There are no participating rights or entitlements inherent in the Awards and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards.
(k) Change in exercise price of number of underlying securities : Unless specified in the Offer of the Awards and subject to compliance with the ASX Listing Rules, an Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.
(l) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Award are to be

Page 34 of 42

Explanatory Memorandum

changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(m) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Awards, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

Page 35 of 42

Explanatory Memorandum

Schedule 2 - Terms and Conditions of Related Party Performance Rights

The terms of the Performance Rights the subject of Resolution 5 are set out as follows:

(a) Vesting Condition: The Related Party Performance Rights will vest at the achievement of the following hurdles and at the prescribed weightings:

Class	Name	Measure	Weighting	Timing of testing
A	Outperform XMM	Company’s share price outperforms the S&P/ASX 300 Metals and Mining (Industry) Index (XMM) by 10% or more. Both the STN and the XMM’s initial and final prices will be determined by their respective 20-day VWAP’s. For example if the XMM has gone up by 10 percentage points, then STN's price must have gone up by at least 20%. As another example if the XMM has gone down by 10% then STN must hold even.	70%	The period commencing on the Issue Date and ending on the second anniversary of the Issue Date
B	Continuation of Employment	The holder must have remained in continuous employment with the Company from the Issue Date as either Saturn staff, under an Executive Services Agreement or, Non-Executive Director or as an officially appointed officer.	30%	On the second anniversary of the Issue Date

(b) Notification to holder: The Company shall notify the holder in writing when the relevant Vesting Condition has been satisfied.
(c) Vesting: The Performance Rights will vest on the date the Vesting Condition has been satisfied.
(d) Consideration: The Performance Rights will be issued for no consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.
(e) Conversion: Upon vesting, each Performance Right will, at the election of the holder, convert into one fully paid ordinary share in the Company (Share).
(f) Expiry Date: Any Performance Right that has not been converted into a Share after the date that is 3 years from the date of grant of the Performance Right, this provides at least 1 year is

Page 36 of 42

Explanatory Memorandum

allowed for the Company to undertake adequate testing of the Vesting Conditions, will automatically lapse.

(g) Share ranking: All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.
(h) Listing of shares on ASX: The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the vesting of Performance Rights on ASX within the period required by ASX.
(i) Timing of issue of Shares on exercise: Within 15 Business Days after date that the Performance Rights are exercised, the Company will:
(1) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights exercised;
(2) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(3) if admitted to the Official List of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.

If a notice delivered under (2) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(j) Transfer of Performance Rights: A Performance Right is not transferable.
(k) Participation in new issues: There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance Rights.
(l) Adjustment for Reorganisation: If, at any time, the issued capital of the Company is reorganised (including subdivision, reduction or return, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(m) Dividend and Voting Rights: A Performance Right does not confer on the holder an entitlement to notice of, or to vote or attend at, a meeting of Shareholders of the Company or receive dividends declared by the Company.
(n) Deferred Taxation : Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Performance Rights and enables tax deferral.

Page 37 of 42

Explanatory Memorandum

Schedule 3 - Terms and Conditions of Related Party Options

The terms of the Options the subject of Resolutions 6 to 9 are set out as follows:

(a) Entitlement: Each Related Party Option entitles the holder to subscribe for one Share upon exercise of the Related Party Option.
(b) Exercise Price, Expiry Date and Vesting Conditions: Subject to paragraph (h), the amount payable upon exercise of each Related Party Option will be the exercise price specified in the below table as applicable to the class of Related Party Option being exercised ( Exercise Price ).

Each Related Party Option will expire at 5:00 pm (WST) on the expiry date specified in the below table as applicable to the relevant class of Related Party Option ( Expiry Date ). An Option not exercised before the relevant Expiry Date will automatically lapse on the Expiry Date.

Class	Exercise Price	Expiry		Measure	Vesting Period
		Date	Weighting
A	To be set at a 45% premium to the 5-day VWAP up and including 23 November 2021.	22 November 2024	50%	The holder must have remained a Non- Executive Director or as an officially appointed officer up until the end of the vesting period.	Will vest 12 months from the date of grant.
B	To be set at a 45% premium to the 5-day VWAP up to and including 23 November 2021.	22 November 2024	50%	The holder must have remained a Non- Executive Director or as an officially appointed officer up until the end of the vesting period.	Will vest 24 months from the date of grant.

(c) Exercise Period : Subject to the applicable Vesting Condition (specified in the table in paragraph (b) above) being satisfied, the Related Party Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(d) Notice of Exercise : The Related Party Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Related Party Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(e) Exercise Date : A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Related Party Option being exercised in cleared funds (Exercise Date).
(f) Timing of issue of Shares on exercise : Within 15 Business Days after the Exercise Date, the Company will:
(1) issue the number of Shares required under these terms and conditions in respect of the number of Related Party Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(2) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to

Page 38 of 42

Explanatory Memorandum

satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(3) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Related Party Options.
(4) If a notice delivered under (f)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(g) Shares issued on exercise : Shares issued on exercise of the Related Party Options rank equally with the then issued shares of the Company.
(h) Reconstruction of capital : If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(i) Participation in new issues : There are no participation rights or entitlements inherent in the Related Party Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Related Party Options without exercising the Related Party Options.
(j) Change in exercise price : A Related Party Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Related Party Option can be exercised.
(k)
Transferability : The Related Party Options are not transferable.

Page 39 of 42

Explanatory Memorandum

Schedule 4 – Valuation of Performance Rights

The Performance Rights to be issued to the Related Parties pursuant to Resolution 5 have been independently valued.

Using the Black & Scholes Valuation Method and the Hybrid Valuation Method, valued as at 5 October 2021 along with the assumptions set out below, the Performance Rights were ascribed value as follows:

Item	Performance Rights Vesting Condition A	Performance Rights Vesting Condition B
Valuation Method	Hybrid	Black & Scholes
Underlying security spot price	$0.420	$0.420
Exercise price	Nil	Nil
Valuation date	05/10/2021	05/10/2021
Commencement of performance period	05/10/2021	05/10/2021
Performance measurement date	05/10/2023	05/10/2023
Performance period (years)	2.00	2.00
Expiry date	05/10/2024	05/10/2024
Expiration period (years)	3.00	3.00
Dividend yield	Nil	Nil
Volatility	70%	70%
Risk-free rate	0.07%	0.07%
Number of Instruments	525,000	225,000
Valuation per instrument	$0.275	$0.420
Total valuation of issued tranche	$144,375	$94,500
Valuation total by Related Party
Ian Bamborough	$144,375	$94,500

Please note that the Performance Rights will be valued on the date of shareholder approval and the above is provided as a guide only.

Page 40 of 42

Explanatory Memorandum

Schedule 5 – Valuation of Options

The Options to be issued to the Related Parties pursuant to Resolutions 6 to 9 have been independently valued.

Using the Black & Scholes Valuation Method, valued as at 5 October 2021 along with the assumptions set out below, the Options were ascribed value as follows:

Item	Options Vesting Conditions A	Options Vesting Conditions B
Valuation Method	Black & Scholes	Black & Scholes
Underlying security spot price	$0.420	$0.420
Exercise price	$0.589	$0.589
Valuation date	05/10/2021	05/10/2021
Commencement of performance period	05/10/2021	05/10/2021
Performance measurement date	05/10/2022	05/10/2023
Performance period (years)	1.00	2.00
Expiry date	05/10/2024	05/10/2024
Expiration period (years)	3.00	3.00
Dividend yield	Nil	Nil
Volatility	70%	70%
Risk-free rate	0.285%	0.285%
Number of Instruments	1,100,000	1,100,000
Valuation per instrument	$0.154	$0.154
Total valuation of issued tranche	$169,400	$169,400
Valuation total by Related Party
Brett Lambert	$53,900	$53,900
Robert Tyson	$38,500	$38,500
Andrew Venn	$38,500	$38,500
Adrian Goldstone	$38,500	$38,500

Please note that the Options will be valued on the date of shareholder approval and the above is provided as a guide only.

Page 41 of 42

Explanatory Memorandum

Schedule 6 – Nomination of Auditor Letter

20[th] September 2021

Company Secretary Saturn Metals Limited

Dear Sir/Madam

Nomination of auditor

For the purposes of section 328B(1) of the Corporations Act 2001 ( Cth), I, Ian Bamborough being a shareholder of Saturn Metals Limited ACN 619 488 498 ( Company ) hereby nominate the firm, BDO Audit (WA) Pty Ltd to be appointed as the auditor of the Company at the annual general meeting to be held on or about 24 November 2021.

Yours sincerely

==> picture [127 x 47] intentionally omitted <==

Ian Bamborough

Page 42 of 42

LODGE YOUR VOTE

SATURN METALS LIMITED

==> picture [219 x 29] intentionally omitted <==

----- Start of picture text -----

ONLINE

www.linkmarketservices.com.au
----- End of picture text -----

ACN 619 488 498

BY MAIL  Saturn Metals Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions  ALL ENQUIRIES TO* Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 1:30pm (AWST) on Monday, 22 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

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

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in 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 A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

X99999999999

X99999999999

PROXY FORM

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

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 1:30pm (AWST) on Wednesday, 24 November 2021 at Country Women’s Association of WA, 1176 Hay Street, West Perth, Western Australia 6005 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolutions 1, 2, 5, 6, 7, 8 & 9: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 2, 5, 6, 7, 8 & 9, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain * For Against Abstain *
1 Remuneration Report 9 Issue of Options to Adrian Goldstone

==> picture [79 x 198] intentionally omitted <==

==> picture [79 x 50] intentionally omitted <==

2 Re-Adoption of Incentive Options & Performance Rights Plan
10 Change of Auditor
3 Election of Adrian Goldstone as a Director
11 Approval to issue an additional 10% of the issued capital of the Company
4 Re-Election of Robert Tyson as a Director
5 Issue of Performance Rights to Ian Bamborough
6 Issue of Options to Brett Lambert
7 Issue of Options to Robert Tyson
8 Issue of Options to Andrew Venn

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

STN PRX2101D

AI assistant

SATURN METALS LIMITED — AGM Information 2021

65871_rns_2021-10-25_42746016-0e5c-4189-b348-4b15471cb206.pdf

Notice of Annual General Meeting and Explanatory Memorandum

Saturn Metals Limited ACN 619 488 498

Notice of Annual General Meeting

Agenda

Ordinary business

Financial Reports

1. Remuneration Report

Voting restriction pursuant to section 250R(4) of the Corporations Act

Voting intention of the Chair

2. Re-Adoption of Incentive Options & Performance Rights Plan

Voting Exclusion Statement

Voting Restriction pursuant to Section 250BD of the Corporations Act

Voting Intention of the Chair

3. Election of Adrian Goldstone as a Director

4. Re-Election of Robert Tyson as a Director

5. Issue of Performance Rights to Ian Bamborough

Voting restriction pursuant to the Corporations Act

Voting exclusion statement

6. Issue of Options to Brett Lambert

Voting restriction pursuant to the Corporations Act

7. Issue of Options to Robert Tyson

Voting restriction pursuant to the Corporations Act

8. Issue of Options to Andrew Venn

Voting restriction pursuant to the Corporations Act

Voting exclusion statement

9. Issue of Options to Adrian Goldstone

Voting restriction pursuant to the Corporations Act

Voting exclusion statement

10. Change of Auditor

Special business

11. Approval to issue an additional 10% of the issued capital of the Company

Notice of Annual General Meeting

Voting exclusion statement

Other Business

Explanatory Memorandum

Snapshot Time

Poll

Proxies

Notice of Annual General Meeting

Voting by Proxy

Voting Online at www.linkmarketservices.com.au

Corporate Representative

1. Introduction

2. Consider the Company’s Annual Report

3. Resolution 1 - Remuneration Report

Explanatory Memorandum

4. Resolution 2 - Re-Adoption of Incentive Options and Performance Rights Plan

4.1 Introduction

4.2 Listing Rules

Explanatory Memorandum

4.3

Information for Shareholders

4.5

Outcome of voting for and against the Resolution

4.6

Directors’ recommendation

5. Resolution 3 - Election of Adrian Goldstone as a Director

Explanatory Memorandum

6. Resolution 4 – Re-Election of Robert Tyson as a Director

7. Resolutions 5 to 9 - Issue of Equity Securities to Related Party

7.1 Performance Rights & Options terms

(a) Chapter 2E and section 195(4) of the Corporations Act

Explanatory Memorandum

(b)

Listing Rule 10.14

(c)

Listing Rule 7.1 - Issues exceeding 15% of capital

7.3 Shareholder approval requirement

7.4 Information for Shareholders

Chapter 2E of the Corporations Act

(a) The Related Parties to whom Resolutions 5 to 9 would permit the Financial Benefit to be given (section 219(1)(a))

(c) Directors’ recommendation (section 219(1)(c))

(d) Directors’ interest and other remuneration (section 219(1)(d))

Explanatory Memorandum

(e)

Valuation

Market Price movements:

SATURN METALS LIMITED AGM Information 2021