VITA RESOURCES NL — Proxy Solicitation & Information Statement 2022

Oct 27, 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THE MATTERS RAISED IN THIS DOCUMENT WILL AFFECT YOUR SHAREHOLDING IN THE COMPANY. YOU ARE ADVISED TO READ THIS DOCUMENT IN ITS ENTIRETY BEFORE THE GENERAL MEETING REFERRED TO BELOW IS CONVENED.

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

BASTION MINERALS LIMITED ACN 147 948 883

Notice of Extraordinary General Meeting

5.00pm (AEDT) 7 December 2022

Table of Contents

PART A: ABOUT THESE DOCUMENTS ......................................................................................... 6 PART B: NOTICE OF EXTRAORDINARY GENERAL MEETING ................................................... 7 PART C: EXPLANATORY STATEMENT ........................................................................................ 10 PART D: GLOSSARY ..................................................................................................................... 12

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CHAIRMAN’S LETTER

28 October 2022

Dear Shareholders

Resolutions proposed by Shareholders under s249D of the Corporations Act

As announced on 11 October 2022, the Company has received two notices from two groups of Shareholders of the Company collectively holding at least 5% of the total issued share capital of the Company pursuant to Section 249D of the Corporations Act 2001 (Cth) ( Corporations Act ). To comply with these notices, the Company has called a meeting of Shareholders to be held on 7 December 2022 at 5.00pm AEDT.

1.1 Notice One

The first notice ( Notice One ) was issued by several Shareholders, the details of which are set out in Schedule 1 of Annexure A of this Notice of Meeting ( Group One ). These Shareholders have requested that the Company convene a meeting of the Company’s Shareholders to consider a resolution to remove a director of the Company, being Mr Andrew Stewart, Non-Executive Director.

The resolution proposed in Notice One is set out in full in the Notice of Meeting as Resolution 1. Group One has provided a statement in support of Resolution 1. A copy is attached in Annexure A to this Notice of Meeting ( Group One Statement ).

The Directors (excluding Mr Andrew Stewart and Mr Sam El-Rahim) recommend that the Shareholders vote in favour of Resolution 1 for the following reasons:

• (a) Exploration Delays and Lack of Progress;

• (b) Expenditure on Exploration;

• (c) Share Price Deterioration; and

• (d) Board Change Necessary for Future Progress.

1.2 Notice Two

A second notice ( Notice Two ) was issued by several Shareholders, the details of which are set out in Schedule 1 of Annexure B of this Notice of Meeting ( Group Two ). These Shareholders have requested that the Company convene a meeting to consider the following resolutions:

• (a) the appointment of Mr Peter Gray as a director of the Company;

• (b) the removal of two directors of the Company, being Mr Ross Landles, Executive Chairman, and Mr David Nolan, Non-Executive Director; and

• (c) the removal as a director of any persons appointed as a director of the Company on and from 7 October 2022 until the end of the general meeting (other than any person appointed as a director following their nomination by Group Two).

Each resolution proposed in Notice Two is set out in full the Notice of Meeting as Resolutions 2 to 5. Group Two has provided a statement in support of Resolutions 2 - 5. A copy is attached in Annexure B to the Notice of Meeting ( Group Two Statement ).

The Directors (excluding Mr Andrew Stewart) recommend that the Shareholders vote against Resolutions 2 to 5 for the following reasons:

• (d) Resolution 2 – Appointment of Peter Gray as a Director

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Mr Gray has no experience as an ASX-listed company director and does not bring any additional expertise to the Company or the Board.

(e)

Resolutions 3 and 4 – Removal of Ross Landles and David Nolan as Directors

(i) Group Two Statement

Mr Landles and Mr Nolan hold corporate governance, financial management and Shareholder interests as the highest priority for the Company, and reject the basis for any such concerns.

(ii) Strong Experience

David Nolan has over 20 years’ experience as corporate lawyer and ASX-listed company director, having been a director of 7 ASX-listed companies and several significant private companies, with extensive experience in the resources industry.

Ross Landles has held senior roles in a number of global investment banks for over 20 years, with extensive investment, investor engagement and capital management expertise and has deep relationships in the capital markets globally.

(iii) Capital Management

Mr Landles’ and Mr Nolan’s commitment to capital management to achieve maximum Shareholder return has and remains of the highest priority. Capital management has been a key focus since listing. Initiatives they have implemented have included Mr Nolan moving from an Executive to a Non-Executive role and forgoing 12 months remuneration to preserve significant shareholder funds and the Company Secretary role being moved from a variable to fixed cost basis, in addition to ongoing prudent management of all Company costs.

The significant majority of Shareholder funds raised since listing have been spent on exploration expenditure, as supervised by Mr Stewart under the delegation of the Board.

(iv) Significant Recent Progress led by Mr Landles and Mr Nolan

The Company engaged specialist corporate advisory and investment firm GTT Ventures for the Company’s recent strategic $1.5m placement and appointment as corporate advisor.

The Company appointed Murray Brooker as Consultant Geologist and Competent Person, along with in-country (Chile) Consultant Geologist, each of whom has extensive Chilean experience in the belt where the Company is exploring. Mr Brooker is a lithium expert whose extensive experience will significantly assist the Company in implementing its decarbonisation strategy.

(v) Strategy for Shareholder Return

As founders of the Company, Mr Landles and Mr Nolan retain strong Shareholder support given their track record including new investors introduced by the Company’s company advisor.

The significant recent progress led by Mr Landles and Mr Nolan illustrates that it is critical that they remain as directors of the Company.

Should Mr Landles and Mr Nolan no be longer directors, I believe that Shareholder value would be at peril.

(f) Resolution 5 – Removal as a director of any persons appointed as a director of the Company on and from 7 October 2022 until the end of the general meeting (other than any person appointed as a director following their nomination by Group Two)

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This Resolution forces the removal of any talented and experienced ASX-listed company directors appointed by the Board prior to the general meeting without Mr Stewart’s approval, on the basis of Mr Stewart’s recommendation for Shareholders to vote in favour of this resolution. By including this Resolution 5, Group Two have sought to undermine the Company’s progression.

The Directors have reviewed the Group One Statement and the Group Two Statement but cannot take any responsibility for their content or accuracy, or whether they properly inform Shareholders about the Resolutions proposed by either Group One or Group Two.

Next steps

As noted above, the Directors (excluding Mr Andrew Stewart and Mr Sam El-Rahim) recommend you VOTE IN FAVOUR OF Resolution 1 (this Resolution is proposed by Group One) and the Directors (excluding Mr Andrew Stewart) recommend that you VOTE AGAINST Resolutions 2 to 5 (these Resolutions are proposed by the Group Two).

I strongly encourage you to read this document in its entirety, form your own view on these matters, and exercise your right to vote at the Meeting.

If you are unable to attend the Meeting in person, please complete and return the proxy form so that it is received by the deadline specified on the form.

Yours sincerely

Ross Landles Executive Chairman

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PART A: ABOUT THESE DOCUMENTS

An Extraordinary General Meeting of Bastion Minerals Limited (ACN 147 948 883) ( Bastion or the Company ) is to be held at 5.00pm (AEDT) on 7 December 2022 in the Addisons, Level 12, 60 Carrington Street, Sydney NSW 2000 ( Meeting ).

Voting

Shareholders in the Company are requested to consider and vote upon each of the Resolutions set out in the Notice.

You can vote by:

• lodging your vote online prior to the AGM by logging onto the Boardroom Pty Limited website at https://www.votingonline.com.au/bmodecegm2022 and following the instructions on the Proxy Form;

• appointing someone as your proxy to attend and vote at the Meeting on your behalf, by:

  • online by logging onto the Boardroom Pty Limited website at: https://www.votingonline.com.au/bmodecegm2022 and following the instructions on the Proxy Form; or

  • completing and returning the Proxy Form DIRECTLY to the Share Registry in the manner set out on the Proxy Form. The Share Registry must receive your duly completed Proxy Form by no later than 5.00pm (AEDT) on 5 December 2022; or

• attending and voting at the Meeting.

A glossary of capitalised terms used throughout this Document (including the Proxy Form) is contained in Part D . Unless expressly provided otherwise in this Document, each capitalised term used in this Document has the same meaning as is ascribed to it in Part D .

Please read the whole of this Document carefully before determining how you wish to vote and then cast your vote accordingly.

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PART B: NOTICE OF EXTRAORDINARY GENERAL MEETING

Bastion Minerals Limited ACN 147 948 883

Section 1: Time and Place of Meeting

NOTICE is hereby given that an Extraordinary General Meeting of the members of Bastion Minerals Limited (ACN 147 948 883) ( Bastion Minerals or the Company ) will be held at the following time and location, and will conduct the business specified in Section 3 below:

Date : 7 December 2022

Time : 5.00pm (AEDT)

Location : Addisons, Level 12, 60 Carrington Street, Sydney NSW 2000

Section 2: Directions Regarding Meeting

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

• Voting online

You may vote online prior to the AGM by logging onto the Boardroom Pty Limited website at https://www.votingonline.com.au/bmodecegm2022 and following the instructions on the Proxy Form.

• Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed with this Document as soon as possible and either send, deliver, courier or mail the duly completed Proxy Form:

• online, by logging onto the Boardroom Pty Limited website at https://www.votingonline.com.au/bmodecegm2022 and following the instructions on the Proxy Form;

• by mail to Boardroom Pty Limited, GPO BOX 3993 Sydney NSW 2001;

• in person to Boardroom Pty Limited at Level 8, 210 George Street, Sydney NSW 2000;

• by email to proxy@boardroomlimited.com.au; or

• by facsimile to +61 2 9290 9655,

so that it is received no later than 5.00pm (AEDT) on 5 December 2022.

Complete details on how to vote by proxy are set out on the back of your Proxy Form.

• Voting in Person

To vote in person, please attend the Meeting on the date, time and place set out above.

Please read this Document carefully and in its entirety, determine how you wish to vote in relation to each of the Resolutions and then cast your vote accordingly, either online, in person or by proxy.

If you do not understand any part of this Document or are in any doubt as to the course of action you should follow, you should contact your financial or other professional adviser immediately.

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Determination of Membership and Voting Entitlement for the Purpose of the Meeting

For the purpose of determining a person’s entitlement to vote at the Meeting and in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), a person will be recognised as a member and the holder of Shares if that person is registered as a holder of Shares at 7.00pm (AEDT) on 5 December 2022.

Proxies

A Shareholder entitled to attend and vote at the Meeting pursuant to the Constitution is entitled to appoint no more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion of the member’s voting rights. A proxy need not be a Shareholder.

The instrument appointing a proxy, as well as any power of attorney (or a certified copy thereof) under which a proxy is appointed, must be received by the Share Registry by no later than 5.00pm (AEDT) on 7 December 2022, in accordance with the instructions provided on the back of the Proxy Form.

The instrument of appointment of a proxy must be executed by the appointor or its duly authorised representative. The Proxy Form which accompanies this Notice may be used to appoint a proxy for the purposes of the Meeting.

Corporate Representative

A Shareholder that is a company and that wishes to appoint a person to act as its representative at the Meeting must provide that person with a letter executed in accordance with the Constitution and the Corporations Act authorising him or her to act as the Shareholder’s representative.

Section 3: Agenda

RESOLUTIONS

Resolution 1 is put to the Meeting at the request of Group One pursuant to section 249D of the Corporations Act. It is NOT put to the Meeting by the Board.

1. Resolution 1 – Removal of Mr Andrew Stewart as a Director

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

“That, pursuant to section 203D of the Corporations Act 2001 (Cth), Andrew Stewart be removed as Director of the Company with immediate effect upon the passing of this resolution.”

Resolutions 2 to 5 are put to the Meeting at the request of Group Two pursuant to section 249D of the Corporations Act. They are NOT put to the Meeting by the Board.

2. Resolution 2 – Appointment of Peter Gray as Director

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

“That Peter Gray, having consented to act as a director of the Company, be appointed as a director of the Company with immediate effect upon the passing of this resolution.”

3. Resolution 3 – Removal of Ross Landles as Director

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

“That, pursuant to section 203D of the Corporations Act 2001 (Cth), Ross Landles be removed as Director of the Company with immediate effect upon the passing of this resolution.”

4. Resolution 4 – Removal of David Nolan as Director

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

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“That, pursuant to section 203D of the Corporations Act 2001 (Cth), David Nolan be removed as Director of the Company with immediate effect upon the passing of this resolution.”

5. Resolution 5 – Removal of New Directors as Director

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

“That, pursuant to section 203D of the Corporations Act 2001 (Cth), any person appointed as a director of the Company on and from 7 October 2022 until the end of the general meeting (other than any person appointed as a director of the Company following their nomination by the Shareholders of the Company issuing this Notice) be removed as a director of the Company with immediate effect upon the passing of this resolution.”

OTHER BUSINESS

To transact any other business as may be brought before the Meeting.

By order of the Board

Justin Clyne Company Secretary Dated: 28 October 2022

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PART C: EXPLANATORY STATEMENT

This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains an explanation of, and information about, the Resolutions to be considered at the Meeting. It is given to Shareholders to help them determine how to vote on the Resolutions set out in the Notice of Meeting.

Shareholders should read this Explanatory Statement in full as the individual sections of this Document may not necessarily give a comprehensive review of the Resolutions proposed in the Notice of Meeting. If you are in doubt about what to do in relation to a Resolution, you should consult your financial or other professional advisor.

BACKGROUND TO RESOLUTIONS 1 TO 5

As announced on 11 October 2022, the Company has received two notices from two groups of Shareholders of the Company collectively holding at least 5% of the total issued share capital of the Company pursuant to Section 249D of the Corporations Act 2001 (Cth) ( Corporations Act ). To comply with these notices, the Company has called a meeting of Shareholders to be held on 7 December 2022 at 5.00pm AEDT.

RESOLUTION 1 – REMOVAL OF MR ANDREW STEWART AS A DIRECTOR

1. Introduction

The first notice ( Notice One ) was issued by several Shareholders, the details of which are set out in Schedule 1 of Annexure A of this Notice of Meeting ( Group One ). These Shareholders have requested that the Company convene a meeting of the Company’s Shareholders to consider a resolution to remove a director of the Company, being Mr Andrew Stewart, Non-Executive Director.

The resolution proposed in Notice One is set out in full in the Notice of Meeting as Resolution 1.

Group One has provided a statement in support of Resolution 1. A copy is attached in Annexure A to this Notice of Meeting ( Group One Statement ). The Directors have reviewed the Group One Statement but cannot take any responsibility for its content or accuracy, or whether it properly informs Shareholders about Resolution 1.

2. Recommendation and undirected proxies

The Directors (excluding Mr Andrew Stewart and Mr Sam El-Rahim) recommend that Shareholders vote in favour of Resolution 1 for the reasons set out in the Chairman’s Letter than accompanies this Notice. Mr Andrew Stewart and Mr Sam El-Rahim recommend that Shareholders vote against Resolution 1.

Shareholders should be aware that Mr Ross Landles and Mr David Nolan, each of whom is a Director, are members of Group One (and that the other members of Group One are Associates of each of Mr Ross Landles and Mr David Nolan).

The Chair intends to vote undirected proxies in favour of Resolution 1.

RESOLUTIONS 2 TO 5 – APPOINTMENT OF MR PETER GRAY AS A DIRECTOR AND REMOVAL OF DIRECTORS

1. Introduction

A second notice ( Notice Two ) was issued the Shareholders, the details of which are set out in Schedule 1 of Annexure B of this Notice of Meeting ( Group Two ). These Shareholders have requested that the Company convene a meeting to consider the following resolutions:

• (a) the appointment of Mr Peter Gray as a director of the Company;

• (g) the removal of two directors of the Company, being Mr Ross Landles, Executive Chairman, and Mr David Nolan, Non-Executive Director; and

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• (h) the removal as a director of any persons appointed as a director of the Company on and from 7 October 2022 until the end of the general meeting (other than any person appointed as a director following their nomination by Group Two).

Each resolution proposed in Notice Two is set out in full the Notice of Meeting as Resolutions 2 to 5.

Group Two has provided a statement in support of Resolutions 2 - 5. A copy is attached in Annexure B to the Notice of Meeting ( Group Two Statement ). The Directors have reviewed the Group Two Statement but cannot take any responsibility for its content or accuracy, or whether it properly informs Shareholders about Resolutions 2 to 5.

1. Recommendation and undirected proxies

The Directors (excluding Mr Andrew Stewart) recommend that Shareholders vote against Resolutions 2 to 5 for the reasons set out in the Chairman’s Letter than accompanies this Notice. Mr Andrew Stewart recommends that Shareholders vote against Resolutions 2 to 5.

The Chair intends to vote undirected proxies against Resolutions 2 to 5.

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PART D: GLOSSARY

For the purposes of this Document, the following terms have the meanings prescribed below:

$	Australian Dollars.
AEDT	Australian Eastern Standard Daylight Saving Time.
Annexure	An annexure to this Notice.
Associate	The meaning given in Division 2 of Part 1.2 of the Corporations
	Act.
ASX	ASX Limited ACN 008 624 691 or the securities exchange which
	it operates, as the context requires.
Board	The board of Directors.
Business Day	A day excluding Saturdays, Sundays or public holidays in
	Sydney on which banks are open for general business.
ChairorChairman	The person chairing the Meeting.
CompanyorBastion	Bastion Minerals Limited ACN 147 948 883.
Constitution	The constitution of the Company from time to time.
Corporations Act	Corporations Act 2001(Cth).
Director	A director of the Company from time to time.
Document	This document entitled “Notice of Extraordinary General
	Meeting” and any annexures or schedules to or of the foregoing.
Explanatory Statement	Part C of this Document, forming part of the Notice.
Group One	Michael Lee Airey ATF Mla Trust, Bridge Capital Partners Pty
	Ltd, Bridge Capital Partners ATF Two Tigers Trust, Chek Khing
	Huon & Pik Yong Hii ATF Zz Superannuation Fund, Sausalito
	Holdings Pty Limited, Alan Ross Landles, MARQ7 Pty Ltd ATF
	La Moneda Super Fund, Wayne Mark Elsom, David Joseph
	Nolan, Whiteoaks Investments Pty Limited ATF Whiteoaks
	Super Fund, Whiteoaks Corporate Pty Limited ATF Whiteoaks
	Family Trust, Mariel Landles, Holly Landles, Eliza Landles,
	Julian Blackley ATF Blackley Family Trust and Oakley Australia
	Pty ATF Bridport Holdings Trust

Group Two Terkzen Pty Ltd ACN 641 688 788, GR Terk Pty Ltd ACN 625 897 190 ATF GRT Superfund, R A 45 Pty Ltd ACN 105 245 476, Joratto Pty Ltd ATF Seward Family Trust, Mat Brown Pty Ltd ACN 640 050 157 ATF Brown Superfund, Geological Analytica Pty Ltd ACN 646 184 161, Mathew Carl Brown and Bellarine Gold Pty Ltd ATF Ribblesdale Super Fund

Meeting or Extraordinary General Meeting or EGM

The Extraordinary General Meeting referred to in the Notice.

Notice or Notice of Meeting

The notice convening this Meeting, being this Document.

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Ordinary Resolution A resolution of Shareholders that is approved by Shareholders who are entitled to vote on that resolution and who hold more than 50% (in number) of the Shares held the Shareholders voting on the resolution.

Proxy Form

The proxy form attached to this Document.

Resolution A resolution set out in the Notice. Share A fully paid ordinary share in the Company. Share Registry Boardroom Pty Limited. Shareholder

A registered holder of Shares.

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Annexure A – Statement under section 249P of the Corporations Act – Resolution 1

Group One has requested, pursuant to section 249P of the Corporations Act, that the statement attached to this Notice of Meeting as Annexure A be provided to the Shareholders. Group One’s Statement relates to Resolution 1.

The Company is legally required to circulate this statement to its Shareholders, however, the Directors and the Company do not endorse and are not responsible for the contents of the statement or for any inaccurate or misleading statements contained within it, including any statements which are inaccurate or misleading by omission.

ASX does not take any responsibility for the contents of this Notice.

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Bastion Minerals Limited ACN 147 948 883

Section 249P Statement to Members

28 October 2022

Dear fellow Shareholders,

We, being those parties named in Schedule 1 ( Requisitioning Shareholders ), are collectively the registered holders of at least 5% of the votes that may be cast at a general meeting of Bastion Minerals Limited ACN 147 948 883 ( Company or Bastion Minerals ).

We have notified the Company of a resolution, which we propose to move at the general meeting of the Company to be convened pursuant to section 249D of the Corporations Act 2001 (Cth) ( Meeting ), which allow shareholders to consider removing Andrew Stewart as a director of the Company ( Resolution ).

As members of Bastion Minerals, we are concerned with the progress made by the Company since listing on ASX. We believe it is important to take measures necessary to change the Board in a manner that will provide a platform for the Company to build shareholder value moving forward.

We are putting forward a Resolution to remove a director of the Company, being Mr Andrew Stewart, Non-Executive Director, after careful consideration and discussion and we give this statement in connection with this Resolution under section 249P of the Corporations Act 2001 (Cth):

1. Exploration Delays and Lack of Progress

We believe that the Company’s progress in its core exploration activities since listing is unsatisfactory.

The Company commenced exploration activities in January 2021, using seed funds obtained from investors at the time. As announced by the Company on 25 March 2021, field work was scheduled to commence in Q2 2021. Subsequently, the drilling schedule was delayed to September 2021. Finally, after a further delay, drilling commenced in June 2022, 18 months since the exploration activities first commenced and 15 months since listing on ASX.

Since before listing, Andrew Stewart, who is a qualified geologist and former Managing Director of an ASX listed exploration company, was delegated responsibility by the Board to supervise the Company’s exploration team and exploration activities. Mr Stewart was regularly remunerated for this work since listing, in addition to his fees as a non-executive director. We believe that the delays in the progress of the exploration activities were a result of failures by the exploration team led by Andrew Stewart.

We, as shareholders of the Company, are expressing our disappointment and the Company has now only just begun to make significant progress since 29 September 2022, when the most recent placement of $1.5m worth of shares was announced to the market ( Placement ).

2. Expenditure on Exploration

Since the founders Ross Landles and David Nolan listed the Company on ASX in March 2021, the Company has raised over $7 million (not including the Placement), the significant majority of which was spent on exploration activities.

It is very concerning that such a significant amount of investors’ funds have been expended on exploration activities , which we believe is disproportional to the lack of exploration progress that has been made since the Company listed on ASX.

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3. Share Price Deterioration

The Company’s share price decreased from a high of $0.29 in November 2021 to a low of $0.066 at the date of this statement.

This share price deterioration reflects the delays and lack of progress in the Company’s exploration activities on its Chilean projects for which, we believe, Mr Stewart is largely responsible.

4. Board Change Necessary for Future Progress

In order for the Company to move forward and deliver success in its exploration activities and build value for all shareholders, we believe the Company is better served if Mr Stewart is no longer a director of the Company.

The non-executive directors have spoken to several talented and experienced ASX listed company directors who have expressed that they are prepared to join the Board if this change is made, and we ask shareholders to consider our resolution as one in their best interests.

In accordance with section 249P(6) of the Corporations Act 2001 (Cth), the Company must distribute this statement to all of its members at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of the Meeting.

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Executed by Michael Lee Airey as trustee for Mla Trust

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Signature of Michael Lee Airey

Executed by Bridge Capital Partners Pty Ltd ACN 642 827 085 in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of sole Director and sole Company Secretary

Michael Lee Airey Full name (print)

Executed by Bridge Capital Partners Pty Ltd ACN 642 827 085 as trustee for Two Tigers Trust in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of sole Director and sole Company Secretary

Michael Lee Airey

Full name (print)

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Executed by Chek Khing Huon & Pik Yong Hii as trustees for Zz Superannuation Fund

Signature of Chek Khing Huon

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Signature of Pik Yong Hii
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Executed by Chek Khing Huon

Signature of Chek Khing Huon

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Executed by Sausalito Holdings Pty Limited ACN 000 763 913 in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of sole Director and sole Company Secretary

Simon Bruce Vanstone Full name (print)

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Executed by Alan Ross Landles

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Signature of Alan Ross Landles

Executed by MARQ7 Pty Ltd ACN 648 519 840 as trustee for La Moneda Super Fund in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of sole Director and sole Company Secretary

Alan Ross Landles Full name (print)

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Executed by Wayne Mark Elsom

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Executed by David Joseph Nolan

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Signature of David Joseph Nolan

Executed by Whiteoaks Investments Pty Limited ACN 151 970 231 as trustee for Whiteoaks Super Fund in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of sole Director and sole Company Secretary

David Joseph Nolan Full name (print)

Executed by Whiteoaks Corporate Pty Limited ACN 646 612 464 as trustee for Whiteoaks Family Trust in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of sole Director and sole Company Secretary

David Joseph Nolan Full name (print)

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Executed by Mariel Landles

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Signature of Mariel Landles

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Executed by Holly Landles

Signature of Holly Landles

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Executed by Eliza Landles

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Signature of Eliza Landles

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Executed by Julian Blackley Pty Ltd ACN 167 084 120 as trustee for Blackley Family Trust in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of sole Director and sole Company Secretary

Julian Blackley

Full name (print)

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Executed by Oakley Australia Pty Ltd ACN 622 566 303 as trustee for Bridport Holdings Trust in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:

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Signature of Director

Alan Ross Landles Full name (print)

Signature of Director/Company Secretary

Mariel Quiambao Landles Full name (print)

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Schedule 1 – Requisitioning Shareholders

Name of Shareholder	Address	Email
Michael Lee Airey as trustee for Mla Trust
Bridge Capital Partners Pty Ltd
Bridge Capital Partners Pty Ltd as trustee for Two Tigers Trust
Chek Khing Huon & Pik Yong Hii as trustees for Zz Superannuation Fund
Chek Khing Huon
Sausalito Holdings Pty Ltd
Alan Ross Landles
MARQ7 Pty Ltd as trustee for La Moneda Super Fund
Wayne Mark Elsom
David Joseph Nolan
Whiteoaks Investments Pty Limited as trustee for Whiteoaks Super Fund
Whiteoaks Corporate Pty Ltd as trustee for Whiteoaks Family Trust
Mariel Landles
Holly Landles
Eliza Landles
Julian Blackley Pty Ltd as trustee for Blackley Family Trust
Oakley Australia Pty Ltd as trustee for Bridport Holdings Trust

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Annexure B – Statement under section 249P of the Corporations Act – Resolutions 2 to 5

Group Two has requested, pursuant to section 249P of the Corporations Act, that the statement attached to this Notice of Meeting as Annexure B be provided to the Shareholders. Group Two’s Statement relates to Resolutions 2 to 5.

The Company is legally required to circulate this statement to its Shareholders, however, the Directors and the Company do not endorse and are not responsible for the contents of the statement or for any inaccurate or misleading statements contained within it, including any statements which are inaccurate or misleading by omission.

ASX does not take any responsibility for the contents of this Notice.

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DocuSign Envelope ID: 31ADF4ED-0E8A-4EC2-8808-3FC871F55745

Section 249P Statement to Members

Dear fellow Shareholders,

We, being those parties named in Schedule 1 ( Requisitioning Shareholders ), are registered holders of at least 5% of the votes that may be cast at a general meeting of Bastion Minerals Limited ACN 147 948 883 ( Company or Bastion Minerals ).

We have notified the Company of resolutions which we propose to move at the general meeting of the Company to be convened pursuant to section 249D of the Corporations Act 2001 (Cth) ( Meeting ), which allow shareholders to consider appointing one new director and removing two existing directors ( Resolutions ).

As members of Bastion Minerals, we are concerned about the future direction of the Company under the current board of directors. We are putting forward these Resolutions after careful consideration and discussion, and we give the following statement in connection with those Resolutions:

1. Corporate Governance

We are concerned with the approach taken by the Board with regards to corporate governance issues and compliance with the Corporate Governance Principles and Recommendations, for the following reasons:

• a. The Company has made previous announcements to the market against the recommendation of its Competent Person.

• b. The Company is on its third Company Secretary in 18 months.

• c. On 28 April 2022 the Company released a late lodgment notice relating to Alan Ross Landles holding previously undisclosed shares in the names of his immediate family members. Although this failure to disclose was noted to be inadvertent and due to administrative oversight, it raises questions as to the adequacy of the current governance practices for ensuring proper compliance.

2. Financial concerns and Shareholder interests:

We are aware of circumstances which raise some concerns regarding the financial performance of the Company (even accounting for the impact of COVID-9), as follows:

• a. Since listing in March 2021, the Company has raised over $7million (not including the most recent capital raise) and yet has been unable to complete its maiden drill program without having to raise additional funds. We are concerned as to how this $7million has been spent and, in our view, the Board has not reported on this spending in a clear and consistent manner.

• b. The recent capital raise was completed without giving the existing Shareholders of the Company an opportunity to participate, thereby diluting the holdings of existing members. By undertaking such a raising there has been a value transfer to the new shareholders at the expense of existing members of the Company.

3. Plans for the Company upon Board reconstitution:

We believe the Company would be better served by a Non-Executive Chairman who has experience overseeing listed exploration and mining Companies, and a Non-Executive Director with a strong financial background.

The new Board will review the Company’s corporate governance practices and prioritize sound financial control and ensure the accountability of the Board to the Company’s members.

DocuSign Envelope ID: 31ADF4ED-0E8A-4EC2-8808-3FC871F55745

4. Biographies of the proposed Director

Peter Gray has 15 years’ experience in the financial management of companies which operate the minerals, energy, and infrastructure industries. Peter held senior positions with EY, Tullow Oil, Brookfield, and Pooled Energy whilst living in Australia, Hong Kong, Mongolia and the United Kingdom. He holds a Bachelor of Commerce from the University of Sydney, an MBA from the University of Cambridge and is a member of the Institute of Chartered Accountants.

In accordance with section 249P(6) of the Corporations Act 2001 (Cth), the Company must distribute this Statement to all of its members at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of the Meeting.

Executed by Terkzen Pty Ltd as the Shareholder

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Director Director/Secretary Guy Terkelsen Rebecca Terkelsen Print full name of Director Print full name of Director/Secretary

Executed by GR Terk Pty Ltd ATF GRT Superfund as the Shareholder

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Director Director/Secretary Guy Terkelsen Rebecca Terkelsen Print full name of Director Print full name of Director/Secretary

Executed by RA 45 Pty Ltd as the Shareholder

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Director Director/Secretary

Paul Seward

Print full name of Director Print full name of Director/Secretary

DocuSign Envelope ID: 31ADF4ED-0E8A-4EC2-8808-3FC871F55745

Executed by Joratto Pty Ltd ATF Seward Family Trust as the Shareholder

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Director Print full name of Director Julie Seward	Director/Secretary Paul Seward
	Print full name of Director/Secretary

Executed by Mat Brown Pty Ltd ATF Brown Superfund as the Shareholder

Director Print full name of Director Matthew Brown
	Director/Secretary
	Print full name of Director/Secretary

Executed by Geological Analytica Pty Ltd as the Shareholder

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Director Print full name of Director SignedMathew Carl Brown as the Shareholder Matthew Brown	Director/Secretary
	Print full name of Director/Secretary

Signature Executed by Bellarine Gold Pty Ltd ATF Ribblesdale Super Fund as the Shareholder

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Director Print full name of Director Hugh Wallace-Smith	Director/Secretary
	Print full name of Director/Secretary

DocuSign Envelope ID: 31ADF4ED-0E8A-4EC2-8808-3FC871F55745

Schedule 1 – Requisitioning Shareholders

Name of Shareholder	Address	Email
Terkzen Pty Ltd ACN 641 668 788
GR Terk Pty Ltd ACN 625 897 190 ATF GRT Superfund
R A 45 Pty Ltd ACN 105 245 476
Joratto Pty Ltd ACN 003 060 571 ATF Seward Family Trust
Mat Brown Pty Ltd ACN 640 050 157 ATF Brown Superfund
Geological Analytica Pty Ltd ACN 646 184 161
Mathew Carl Brown
Bellarine Gold Pty Ltd ATF Ribblesdale Super Fund

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 5:00 pm (AEDT) on 5 December 2022.

• TO VOTE ONLINE

• STEP 1: VISIT https://www.votingonline.com.au/bmodecegm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: appoint someone other than the Chair of the Meeting as your proxy, please write the full Joint Holding name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. when you return it. Companies:

• Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to Secretary, this form should be signed by that person. appoint a second proxy, an additional Proxy Form may be obtained by contacting the signing in the appropriate place. company’s securities registry or you may copy this form. STEP 4 LODGEMENT

• To appoint a second proxy, you must: (a) complete two Proxy Forms. On each Proxy Form, state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not 5 December 2022. specify the percentage or number of votes that each proxy may exercise, each proxy meeting. may exercise half your votes. Fractions of votes will be disregarded; and

BY SMARTPHONE

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STEP 1: VISIT https://www.votingonline.com.au/bmodecegm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder. appoint someone other than the Chair of the Meeting as your proxy, please write the full Joint Holding : where the holding is in more than one name, all the securityholders should name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with not be a securityholder of the company. Do not write the name of the issuer company or the the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form registered securityholder in the space. when you return it.

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

To appoint a second proxy, you must:

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 5:00 pm (AEDT) on 5 December 2022. Any Proxy Form received after that time will not be valid for the scheduled meeting.

• (b) return both forms together in the same envelope.

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

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

 Online https://www.votingonline.com.au/bmodecegm2022  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Until 28 October 2022 From 31 October 2022  In Person Boardroom Pty Limited Boardroom Pty Limited Level 12, 225 George Street, Level 8, 210 George Street Sydney NSW 2000 Australia SYDNEY NSW 2000 Australia

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

Proxy which is a Body Corporate

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

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Bastion Minerals Limited

ACN 147 948 883

Your Address

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

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Bastion Minerals Limited (“Company”) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at the offices of Addisons Lawyers on, Wednesday 7 December, 2022 at 5:00 pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. The Chair of the Meeting will vote all undirected proxies in favour of resolution 1 and against resolutions 2 to 5. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Resolution 1 Removal of Mr Andrew Stewart as a Director Resolution 2 Appointment of Peter Gray as Director Resolution 3 Removal of Ross Landles as Director Resolution 4 Removal of David Nolan as Director Resolution 5 Removal of New Directors as Director STEP 3 SIGNATURE OF SECURITYHOLDERS

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at the offices of Addisons Lawyers on, Wednesday 7 December, 2022 at 5:00 pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

For Against Abstain*

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2022