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

9:00am (AEDT) Monday 28 November, 2022

PART A: ABOUT THESE DOCUMENTS ......................................................................................... 3 PART B: NOTICE OF EXTRAORDINARY GENERAL MEETING ................................................... 4 PART C: EXPLANATORY STATEMENT .......................................................................................... 7 PART D: GLOSSARY ..................................................................................................................... 10

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 9:00am (AEDT) on Monday 28 November, 2022 at 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:

(a) lodging your vote online prior to the EGM by logging onto the Boardroom Pty Limited website at https://www.votingonline.com.au/bmoegm2022 and following the instructions on the Proxy Form;
(b) appointing someone as your proxy to attend and vote at the Meeting on your behalf, by:
(i) online by logging onto the Boardroom Pty Limited website at: https://www.votingonline.com.au/bmoegm2022 and following the instructions on the Proxy Form; or
(ii) 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 9:00am (AEDT) on Saturday 26 November, 2022; or
(c) 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.

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 or the Company ) will be held at the following time and location, and will conduct the business specified in Section 3 below:

Date : Monday 28 November, 2022

Time : 9:00am (AEDT)

Location : Addisons Lawyers, 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.

(a) Voting online

You may vote online prior to the EGM by logging onto the Boardroom Pty Limited website at https://www.votingonline.com.au/bmoegm2022 and following the instructions on the Proxy Form.

(b) 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:

(i) online, by logging onto the Boardroom Pty Limited website at https://www.votingonline.com.au/bmoegm2022 and following the instructions on the Proxy Form;
(ii) by mail to Boardroom Pty Limited, GPO BOX 3993 Sydney NSW 2001;
(iii) in person to Boardroom Pty Limited at Level 8, 210 George Street, Sydney NSW 2000;
(iv) by email to [email protected]; or
(v) by facsimile to +61 2 9290 9655,

so that it is received no later than 9:00am (AEDT) on Saturday 26 November, 2022.

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

(c) 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.

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 Saturday 26 November, 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 9:00am (AEDT) on Saturday 26 November, 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

1. Resolution 1 - Ratification of issue of Options to Taylor Collison

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

“That the prior issue of 1,000,000 Options to Taycol Nominees Pty Ltd <211 A/C>, on the terms and conditions set out in the Explanatory Statement accompanying this Notice, is approved under and for the purposes of ASX Listing Rule 7.4 and for all other purposes.”

Voting Exclusion:

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an Associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person, a proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the chair to vote on this Resolution as the chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the persons excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 - Ratification of prior issue of Placement Shares – 5 October 2022

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

“That the issue of 18,987,342 fully paid ordinary shares in the Company at an issue price of $0.079 per share on 5 October 2022, on the terms and conditions set out in the Explanatory Statement accompanying this Notice, is approved under and for the purposes of ASX Listing Rule 7.4 and for all other purposes.”

Voting Exclusion:

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an Associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person, a proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the chair to vote on this Resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the persons excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

OTHER BUSINESS

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

By order of the Board

Justin Clyne Company Secretary Dated: 21 October, 2022

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 view 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.

RESOLUTION 1 – RATIFICATION OF ISSUE OF OPTIONS TO TAYLOR COLLISON

On 6 June 2022, the Company announced that it had granted 1,000,000 Options to Taycol Nominees Pty Ltd <211 A/C> ( Taylor Collison ) as compensation for services provided in relation to the Company’s September 2021 capital raise pursuant to the terms of the broker mandate between Taylor Collison and the Company and on the terms and conditions set out below ( Unlisted Options ).

1. Listing Rules Requirements

Broadly speaking, ASX Listing Rule 7.1 prohibits the Company (subject to certain exceptions) from issuing or agreeing to issue Equity Securities (such as the Unlisted Options) representing more than 15% of the Company's total issued securities, during a rolling 12-month period, without Shareholder approval ( 15% Threshold ).

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be treated as having been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

The issue of Unlisted Options was made within the 15% Threshold permitted under ASX Listing Rule 7.1 without Shareholder approval resulting in the Placement using up part of the Company’s 15% Threshold reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the issue of the relevant Shares. Accordingly, the Company is seeking approval of Resolution 1 for the purposes of ASX Listing Rule 7.4 to enable the Company to refresh its issuing capacity under ASX Listing Rule 7.1, thereby providing the Company with the flexibility to issue Equity Securities up to the 15% Threshold set out in ASX Listing Rule 7.1, without the requirement to obtain prior Shareholder approval, if the need arises in the next 12 months.

If Shareholders approve Resolution 1, the issue of Unlisted Options to Taylor Collison will be excluded in calculating Bastion’s 15% Threshold under ASX Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the relevant Shares.

If Shareholders do not approve Resolution 1, the issue of Unlisted Options to Taylor Collison will be included in calculating Bastion’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue of the relevant Unlisted Options.

2. Information required by the Listing Rules

For the purposes of ASX Listing Rule 7.5, the following information is provided:

(a) on 6 June 2022, 1,000,000 Unlisted Options were granted to Taylor Collison;
(b) the Unlisted Options may be exercised for the following exercise prices:

(i) $0.25 per Unlisted Option for 500,000 of the Unlisted Options; and
(ii) $0.30 per Unlisted Option for the remaining 500,000 of the Unlisted Options;
(c) the Unlisted Options will expire on 6 June 2025;
(d) the Unlisted Options were granted in part satisfaction of the compensation due to Taylor Collison for services provided by Taylor Collison under its broker mandate in relation to the Company's September 2021 capital raising. The mandate with Taylor Collison was a 12 month mandate which expected in September 2022 and contained standard terms expected in capital raising mandates. Under the terms of the mandate, Taylor Collison received a management fee of 2% and a selling fee of 4% of the gross proceeds raised in the capital raising of $2.2M announced to the ASX on 13 September, 20221. In addition to the management fee and selling fee, Taylor Collison also received 1,000,000m unlisted options, which are the subject of the ratification in resolution 1. The mandate did not contain any unusual terms;
(e) no funds were raised as a result of the grant of the Unlisted Options;
(f) the Unlisted Options are not quoted; and
(g) a voting exclusion statement for Resolution 1 is set out in the Notice of Meeting.

Recommendation and undirected proxies

The Directors recommend that Shareholders vote in favour of Resolution 1.

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

RESOLUTION 2 - APPROVAL OF PRIOR PLACEMENT OF SHARES

1. Placement

On 5 October 2022, the Company announced that it had successfully completed a placement to existing Shareholders and new sophisticated and professional investors ( Placement Investors ) of 18,987,342 Shares at $0.079 per Share ( Placement ).

2. Listing Rules Requirements

A summary of ASX Listing Rule 7.1 is set out in paragraph 1 of Resolution 1 in this Part C and a summary of Listing Rule 7.1A is set out below.

Listing Rule 7.1A permits eligible entities that have obtained the approval of shareholders by Special Resolution at an annual general meeting to issue an additional 10% of issued capital by way of placements over a 12-month period without shareholder approval ( 10% Placement Facility ). The 10% Placement Facility was approved by the Shareholders at the Annual General Meeting held on 23 May 2022, and is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

The Placement was made within the 15% Threshold permitted under ASX Listing Rule 7.1 without Shareholder approval, and the additional 10% capacity under ASX Listing Rule 7.1A approved by Shareholders at the Annual General Meeting held on 23 May 2022 ( 10% Placement Facility ), resulting in the Placement using up part of the Company’s 15% Threshold and 10% Placement Facility and reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under ASX Listing Rules 7.1 and 7.1A for the 12-month period following the issue of the relevant Shares. Accordingly, the Company is seeking approval of Resolution 2 for the purposes of ASX Listing Rule 7.4 to enable the Company to refresh its issuing capacity under ASX Listing Rule 7.1 and 7.1A, thereby providing the Company with the flexibility to issue Equity Securities up to the

15% Threshold and the 10% Placement Facility set out in ASX Listing Rules 7.1 and 7.1A, without the requirement to obtain prior Shareholder approval, if the need arises in the next 12 months.

If Shareholders approve Resolution 2, the issue of Shares under the Placement will be excluded in calculating Bastion’s 15% Threshold under ASX Listing Rule 7.1 and 10% Placement Facility under 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the relevant Shares.

If Shareholders do not approve Resolution 2, the issue of Shares under the Placement will be included in calculating Bastion’s 15% Threshold in ASX Listing Rule 7.1 and 10% Placement Facility under 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue of the relevant Shares.

3. Information required by the Listing Rules

For the purposes of ASX Listing Rule 7.5, the following information is provided:

(a) on 5 October 2022, 18,987,342 Shares were issued at a price of $0.079 per Share under the Placement;
(b) the Shares issued under the Placement were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares, and rank equally with all other existing Shares;
(c) the proceeds of the Placement will be used to continue exploration on the Company’s tenement package in Chile;
(d) the Shares under the Placement were issued to existing Shareholders and new sophisticated and professional investors identified by GTT Ventures Pty Limited ACN 601 029 636 as the lead manager. None of the existing Shareholders and new sophisticated and professional investors were related parties of the Company, a member of the Company’s Key Management Personnel, a substantial holder in or an advisor to the Company or an Associate of any of them; and
(e) a voting exclusion statement for Resolution 2 is set out in the Notice of Meeting.

4. Recommendation and undirected proxies

The Directors recommend that Shareholders vote in favour of Resolution 2.

The Chair intends to vote undirected proxies in favour of Resolution 2.

PART D: GLOSSARY

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

$	Australian Dollars.
10% Placement Facility	The meaning given on page 8.
15% Threshold	The meaning given on page 8.
AEDT	Australian Eastern Standard Daylight Saving Time.
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.
Chair	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.
Equity Securities	The meaning given in the Listing Rules.
Explanatory Statement	Part C of this Document, forming part of the Notice.
Unlisted Options	The meaning given on page 7.
Key Management Personnel	Those persons having authority and responsibility for planning,
	directing and controlling the activities of the Company, directly
	or indirectly, including any Director (whether executive or
	otherwise) of the Company.
Listing RulesorASX Listing	The ASX Listing Rules.
Rules
Meeting or Extraordinary	The Extraordinary General Meeting referred to in the Notice.
General Meeting or EGM
Notice or Notice of Meeting	The notice convening this Meeting, being this Document.
Option	An option to subscribe for a Share.

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. Placement The meaning given on page 8. Placement Investors The meaning given on page 8. 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. Special Resolution A resolution of Shareholders that is approved by Shareholders who are entitled to vote on that resolution and who hold more than 75% (in number) of the Shares held the Shareholders voting on the resolution. Taylor Collison The meaning given on page 7. Unlisted Options The meaning given on page 7.

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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 9:00 am (AEDT) on Saturday, 26 November 2022.

	TO	VOTE ONLINE
STEP	1:	VISIThttps://www.votingonline.com.au/bmoegm2022
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

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form 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.

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 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 in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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.

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 9:00 am (AEDT) on Saturday, 26 November 2022. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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

 Online https://www.votingonline.com.au/bmoegm2022  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

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, Level 12, 60 Carrington Street, Sydney NSW 2000 on Monday, 28 Monday, November 2022 at 9:00am (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 all Items of business.

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 Abstain*

Resolution 1 Ratification of issue of Options to Taylor Collison Resolution 2 Ratification of prior issue of Placement Shares – 5 October 2022

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STEP 3 SIGNATURE OF SECURITYHOLDERS

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

Individual or Securityholder 1 Sole Director and Sole Company Secretary Director

Securityholder 2 Securityholder 3

Director / Company Secretary

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

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

BASTION MINERALS LIMITED ACN 147 948 883

Notice of Extraordinary General Meeting

9:00am (AEDT) Monday 28 November, 2022

Table of Contents

PART A: ABOUT THESE DOCUMENTS

Voting

PART B: NOTICE OF EXTRAORDINARY GENERAL MEETING

Bastion Minerals Limited ACN 147 948 883

Section 1: Time and Place of Meeting

Section 2: Directions Regarding Meeting

How to Vote

(a) Voting online

(b) Voting by Proxy

(c) Voting in Person

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

Proxies

Corporate Representative

Section 3: Agenda

RESOLUTIONS

1. Resolution 1 - Ratification of issue of Options to Taylor Collison

Voting Exclusion:

2. Resolution 2 - Ratification of prior issue of Placement Shares – 5 October 2022

Voting Exclusion:

OTHER BUSINESS

By order of the Board

PART C: EXPLANATORY STATEMENT

RESOLUTION 1 – RATIFICATION OF ISSUE OF OPTIONS TO TAYLOR COLLISON

1. Listing Rules Requirements

2. Information required by the Listing Rules

Recommendation and undirected proxies

RESOLUTION 2 - APPROVAL OF PRIOR PLACEMENT OF SHARES

1. Placement

2. Listing Rules Requirements

3. Information required by the Listing Rules

4. Recommendation and undirected proxies

PART D: GLOSSARY

All Correspondence to:

YOUR VOTE IS IMPORTANT

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

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

Attending the Meeting

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

STEP 2 VOTING DIRECTIONS

STEP 3 SIGNATURE OF SECURITYHOLDERS

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