TEMPEST MINERALS LIMITED — AGM Information 2021

Oct 28, 2021

29 October 2021

Dear Shareholder

Tempest Minerals Limited – Notice of Meeting and Proxy Form

Tempest Minerals Limited A.C.N 612 008 358 ( Company ) advises that the Annual General Meeting ( Meeting ) of the Company will be held in person at Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia 6016 on 30 November 2021 at 2.00pm (Perth time).

Noting the modifications recently introduced to the Corporations Act under the Treasury Laws Amendment (2021 Measure No. 1) Bill 2021 (Cth), the Company will not be sending hard copies of the Notice of General Meeting and Explanatory Memorandum to Shareholders. Instead, Shareholders can view and download the Notice of General Meeting and accompanying Explanatory Memorandum on the Company’s website at www.tempestminerals.com or from the ASX website at www.asx.com.au (ASX: TEM).

With regards to the COVID-19 pandemic, the Company will adhere to all social distancing measures prescribed by government authorities at the Meeting, and Shareholders attending the Meeting will need to ensure they comply with the protocols. We are concerned for the safety and health of Shareholders, staff and advisers, so we will put in place certain measures including social distancing requirements.

To assist the Company in ensuring that the Meeting is held in compliance with the COVID-19 restrictions at the time of the Meeting, it will be helpful for Shareholders who wish to attend the Meeting in person to register their attendance by contacting the Company Secretary, Paul Jurman (email: info@tempestminerals.com) by no later than 2.00pm WST on 28 November 2021 ( Attendance Closing Date ). This will greatly assist the Company to manage any amendments required to the meeting format as a result of any changes to government restrictions which may apply at the time of the Meeting. The Company will endeavour to adopt a format that will best ensure that all Shareholders who wish to attend are able to participate.

Each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this letter, in accordance with the instructions set out on that form, by no later than 2.00pm (Perth time) on 28 November 2021. The outcome of the resolutions, including details of votes received by poll, will be released to the Company’s ASX announcements platform following conclusion of the meeting.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the notice of meeting.

In order to receive electronic communications from the Company in the future, please update your Shareholder details online at www.automic.com.au and log in with your unique shareholder identification number and postcode (or country for overseas residents), where you can find your personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab.

If you are unable to access any of the Meeting documents online, please contact the Company Secretary, Paul Jurman, on +618 9200 0435 or via email at info@tempestminerals.com.

T E M P E S T M I N E R A L S L T D A C N 6 1 2 0 0 8 3 5 8 Level 2, Suite 9, 389 Oxford Street, Mt Hawthorn, WA 6016 | Phone: +61 8 9200 0435 Email: info@tempestminerals.com www.tempestminerals.com ASX: TEM

In the event that it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be lodged with the ASX at www.asx.com.au (ASX: TEM) and the Company’s website at www.tempestminerals.com.

The Directors of the Company appreciate your understanding given the surrounding circumstances.

By order of the board

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Mr Paul Jurman Company Secretary

T E M P E S T M I N E R A L S L T D A C N 6 1 2 0 0 8 3 5 8 Level 2, Suite 9, 389 Oxford Street, Mt Hawthorn, WA 6016 | Phone: +61 8 9200 0435 Email: info@tempestminerals.com www.tempestminerals.com ASX: TEM

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ACN 612 008 358

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: 30 November 2021

Time of Meeting: 2.00pm (Perth time) Place of Meeting: Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

If Shareholders wish to attend the Meeting in person they will need to contact the Company Secretary Mr Paul Jurman (email: info@tempestminerals.com) in order for the Company to ensure it is able to maintain compliance with COVID-19 related restrictions applicable as at the Meeting date.

As a precaution in relation to COVID-19, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Meeting. Shareholders are strongly encouraged to vote online (https://investor.automic.com.au/#/loginsah) or by lodging the proxy form attached to this Notice in accordance with the instructions set out on that form by no later than 2.00pm (Perth time) on 28 November 2021.

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of shareholders of Tempest Minerals Limited ABN 32 612 008 358 ( Company ) will be held at Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia 6016 on 30 November 2021 at 2.00pm (Perth time).

Terms used in this Notice of Meeting are defined in Section 7 “Interpretation” of the accompanying Explanatory Memorandum.

Agenda

Ordinary business

1. Financial Statements

To receive and consider the financial statements of the Company and its controlled entities for the period ended 30 June 2021 and the related Directors’ Report, Directors’ Declaration and Auditor’s report.

2. Resolution 1: Adoption of Remuneration Report (advisory Resolution)

To consider and, if thought fit, pass the following Resolution as an advisory Resolution, without amendment:

“That for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report for the year ended 30 June 2021 (as set out on pages 30 to 35 of the Directors' 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) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; and

• (b) a Closely Related Party of such a member.

However, the above persons may cast a vote on Resolution 1 if:

• (a) the person does so as a proxy; and

• (b) the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

• (c) either:

• (1) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (2) the voter is the Chairman of the Meeting and the appointment of the Chairman as proxy:

  • A. does not specify the way the proxy is to vote on the Resolution; and

  • B. expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Page 1

Notice of General Meeting

3. Resolution 2: Re-Election of Andrew Haythorpe as a Director of the Company

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

“That Mr Andrew Haythorpe, who retires by rotation in accordance with Rule 39.6 of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for reelection be re-elected as a Director of the Company.”

Special business

4. Resolution 3: Approval to issue an additional 10% of the issued capital of the Company over a 12-month period pursuant to Listing Rule 7.1A

To consider and, if thought fit, pass the following Special Resolution, with or without amendment:

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

5. General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Notes:

• (a) Terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Memorandum.

• (b) A detailed summary of the Resolutions is contained within the Explanatory Memorandum.

All resolutions at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.

By order of the board

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Mr Paul Jurman Company Secretary 16 October 2021

Page 2

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders of Tempest Minerals Limited ABN 32 612 008 358 ( Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia 6016 on 30 November 2021 at 2.00pm (Perth time).

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 7 “Interpretation”.

2. Financial Statements

The Corporations Act requires that the Company’s Annual Financial Report for the period ending 30 June 2021 (including the Directors’ Report, Financial Statements and the Audit Report) be laid before the Annual General Meeting for discussion. Although not requiring a vote of members, an opportunity will be provided for members to ask questions on the Annual Financial Report.

The Company will not provide a hard copy of the Company’s Annual Financial Report to Shareholders unless specifically requested to do so. The Company’s Annual Financial Report is available on its website at www.tempestminerals.com.

3. Resolution 1 – Adoption of Remuneration Report

3.1 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 on pages 30 to 35 of the Directors’ Report section of the Annual Financial Report for the period ending 30 June 2021. The Report:

• (a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company;

• (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 Company including details of performance related remuneration and performance rights and options granted as part of remuneration; and

• (d) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

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

3.2 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report. A vote on this resolution is advisory only and does not bind the Directors or the Company.

3.3 Voting restrictions on Key Management Personnel and their Closely Related Parties and their proxies

As set out in the notes to Resolution 1, a voting restriction applies with respect to the voting on this Resolution by members of the Key Management Personnel and their Closely Related Parties and their proxies voting (in any capacity) (Voting Restriction). Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

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Explanatory Memorandum

The Voting Restriction does not apply where:

• (a) the Chairman or any other member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of the Key Management Personnel) as a proxy ( Management Proxy ) with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company; or

• (b) the Chairman is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of the Key Management Personnel) as a proxy with no specific instructions on how to vote on a non-binding Shareholder vote on remuneration, where the Shareholder provides express authorisation for the Chairman to do so.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

4. Resolution 2 – Re-Election of Andrew Haythorpe as a Director of the Company

Mr Andrew Haythorpe retires by rotation in accordance with Rule 39.6 of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election as a Director.

Under Rule 39.6 of the Company’s Constitution, one-third of Directors are required to retire at each annual general meeting (excluding directors seeking election at the meeting for the first time, or the Managing Director).

Andrew Haythorpe’s qualifications and experience

Andrew has 30 years’ experience in geology, funds management and has been a Director and Chairman of a number of TSX and ASX listed companies. Since 1999, Andrew has been involved in over A$300 million of mergers and acquisitions and capital raisings in mining and technology companies listed on the TSX and ASX.

Andrew has a Bachelor of Science (Hons) from the James Cook University, is a member of the Australian Institute of Company Directors (MAICD) and a Fellow of the Australian Minerals Institute (FAusIMM).

During the past three years, Mr Haythorpe has also served as a director of the following listed companies:

• New Energy Minerals Ltd (appointed 3 May 2021 as Managing Director)

• Accelerate Resources Ltd (from 7 September 2017 to 3 July 2020)

In accordance with the Company’s Corporate Governance Charter that has been drafted with consideration of the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations, 4th Edition”, Mr Haythorpe is considered independent.

The Directors (with Mr Haythorpe abstaining) recommend that you vote in favour of this ordinary resolution.

5. Resolution 3: Special Resolution – Approval to issue an additional 10% of the issued capital of the Company over a 12-month period pursuant to Listing Rule 7.1A

5.1 General

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

Page 4

Explanatory Memorandum

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

5.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 3 :

• (a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;

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

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

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The purposes for which funds raised by an issue of Equity Securities under the 7.1A Mandate may be used include the following:

• Exploration activities on the Company’s mineral interests;

• Assessment of any future mineral property opportunities;

• Assessment of any other investment opportunities; and

• Ongoing future working capital purposes.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

Page 5

Explanatory Memorandum

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 15 October 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

			Dilution	Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution	Issue Price
			$0.0105 $0.0210 $0.0420
			50% decrease	Issue Price	100% increase
			Funds Raised
Current	294,791,306 Shares	29,479,131 Shares	$309,531 $619,062 $1,238,123
50% increase	442,186,959 Shares	44,218,696 Shares	$464,296 $928,593 $1,857,185
100% increase	589,582,612 Shares	58,958,261 Shares	$619,062 $1,238,123 $2,476,247

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

The table above uses the following assumptions:

1. At 16 October 2021, the date of preparation of this Notice, there were 294,791,306 Shares on issue.

2. The issue price set out above is the closing market price of the Shares on the ASX on 15 October 2021.

3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

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

9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Page 6

Explanatory Memorandum

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

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

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

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

• (f) Previous approval under Listing Rule 7.1A

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

During the 12-month period preceding the date of the Meeting, being on and from 30 November 2020, the Company issued 23,444,128 Shares under Listing Rule 7.1A.2 pursuant to the Previous Approval ( Previous Issues ), which represent approximately 8.45% of the total diluted number of Equity Securities on issue in the Company on 30 November 2020, which was 277,443,178.

Further details of the issue of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12-month period preceding the date of the Meeting are set out below.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issues:

Date of Issue and Appendix 2A	Date of Issue: 14 December 2020 Date of Appendix 2A:14 December 2020
Recipients	High net worth sophisticated and professional investors, comprising existing and new shareholders as part of a placement announced on 17 November 2020.
Number and Class of Equity Securities Issued	12,444,128 Shares2
Issue Price and discount to Market Price1 (if any)	$0.033 per Share (no discount to Market Price1).
Total Cash Consideration and Use of Funds	Amount raised: $410,656 under Listing Rule 7.1A.2. Amount spent: $161,339 Use of funds: to accelerate the Company’s exploration programs on its Western Australian gold and base metal projects and for general working capital. Amount remaining: $249,317 Proposed use of remaining funds3: As above.

Page 7

Explanatory Memorandum

Date of Issue and Appendix 2A	Date of Issue: 31 August 2021 Date of Appendix 2A:1 September 2021
Recipients	High net worth sophisticated, professional and other exempt investors, as part of a placement announced on 26 August 2021.
Number and Class of Equity Securities Issued	11,000,000 Shares2
Issue Price and discount to Market Price1 (if any)	$0.017 per Share (at a discount of 5.56% to Market Price1).
Total Cash Consideration and Use of Funds	Amount raised: $187,000 under Listing Rule 7.1A.2. Amount spent: Nil Use of funds: to accelerate the Company’s exploration programs on its Western Australian gold and base metal projects and for general working capital. Amount remaining: $187,000 Proposed use of remaining funds3: As above.

Notes:

1. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: CAV (terms are set out in the Constitution).

3. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

5.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

6. General Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolutions are set out in the Explanatory Memorandum.

By order of the board

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Mr Paul Jurman Company Secretary 16 October 2021

Page 8

Explanatory Memorandum

7. Interpretation

Annual General Meeting or Meeting means the Annual General Meeting of the Company to be held on 30 November 2021.

ASIC means the Australian Securities and Investments Commission.

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

Board means the board of directors of the Company.

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; or

• (b) a child of the member’s spouse; or

• (c) a dependent of the member or the member’s spouse; or

• (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; or

• (e) a company the member controls; or

• (f) a person prescribed by the regulations for the purposes of this paragraph.

Company means Tempest Minerals Limited ACN 612 008 358.

Constitution means the constitution of the Company, as amended from time to time.

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

Directors means the directors of the Company.

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

Explanatory Memorandum means the explanatory statement accompanying this Notice.

Key Management Personnel has the definition given in the accounting standards 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.

Market Price has the meaning given to that term in the Listing Rules.

Notice of Meeting or Notice means this notice of meeting.

Options means an option to subscribe for a Share in the Company.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by members entitled to vote on the Resolution.

Placement Securities means the Equity Securities that may be issued if Resolution 3 is passed, representing up to 10% of the issued capital of the Company (at the time of issue) and 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 determined pursuant to Listing Rule 7.1A.3, and otherwise on the terms and conditions described in the Explanatory Memorandum.

Resolution means a resolution to be proposed at the Meeting.

Shares means ordinary fully paid shares in the issued capital of 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) passed by at least 75% of the votes cast by members entitled to vote on the Resolution.

VWAP means the volume weighted average market price of the Shares.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Mr Paul Jurman (Company Secretary):

Phone: 08 9200 0435

Page 9

Proxy, representative and voting entitlement instructions

Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth ). The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

BY MAIL Tempest Minerals Limited C/- Automic GPO Box 5193 Sydney NSW 2001 BY FAX +61 2 8583 3040	BY EMAIL meetings@automicgroup.com.au ALL ENQUIRIES TO Telephone: +61 1300 288 664

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 4.00pm (Perth time) on 28 November 2021. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy 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 holder may sign.
Power of Attorney:	To sign under Power of Attorney, 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 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.

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