Harvest Minerals : Notice of AGM and Proxy Form

TIME: 4:00pm (WST)

DATE: 21 November 2017

PLACE: 22 Lindsay Street, Perth WA 6000

Notice of Annual General Meeting (setting out the proposed resolutions) 2

Explanatory Statement (explaining the proposed resolutions) 3

Glossary 3

The Annual General Meeting of the Shareholders of Harvest Minerals Limited which this Notice of Annual General Meeting relates

to will be held at 4:00pm (WST) on 21 November 2017 at 22 Lindsay Street, Perth WA 6000.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

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

Proxy vote if appointment specifies way to vote

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

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

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

  Transfer of non-chair proxy to chair in certain circumstances

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

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

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

Notice is given that the Annual General Meeting of Shareholders of Harvest Minerals Limited will be held at 22 Lindsay Street, Perth WA 6000 at 4:00pm (WST) on 21 November 2017.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company on 19 November 2017 at 4:00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA ORDINARY BUSINESS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

1. RESOLUTION 1 - ELECTION OF A DIRECTOR - MR JACK JAMES

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

   "That, for the purpose of clause 14.4 of the Constitution and for all other purposes, Mr Jack James, a Director who was appointed on 3 July 2017, retires, and being eligible, is elected as a Director."

2. RESOLUTION 2 - RE-ELECTION OF A DIRECTOR - MR FRANK MOXON

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

"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Frank Moxon, a Director, retires by rotation, and being eligible, is re-elected as a Director."

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at 22 Lindsay Street, Perth, WA 6000 at 4:00pm (WST) on 21 November 2017.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

   In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial period ended 30 June 2017 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

   The Company is not required to provide a hard copy of the Company's annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

   Whilst the Company will not provide a hard copy of the Company's annual financial report unless specifically requested to do so, Shareholders may view the Company's annual financial report on its website at www.harvestminerals.net.

2. RESOLUTION 1 - ELECTION OF DIRECTOR - MR JACK JAMES

   Clause 14.4 of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to Clause 14.4 of the Constitution any Director so appointed holds office only until the next annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

   Mr Jack James, having been appointed on 3 July 2017, will retire from office in accordance with the requirements of clause

   14.4 of the Constitution and being eligible submits himself for election by Shareholders in accordance with clause 14.4 of the Constitution.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR FRANK MOXON

   Clause 14.2 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

   A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Accordingly, Mr Moxon retires in accordance with the Constitution and, being eligible for re-election, offers himself for re-election at the Annual General Meeting.

4. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 8 9200 1847 if they have any queries in respect of the matters set out in these documents.

HARVEST MINERALS LIMITED ACN 143 303 388

ANNUAL GENERAL MEETING - APPOINTMENT OF PROXY

I/We of

being a Shareholder of Harvest Minerals Limited, entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair as my proxy

or failing the person so named or, if no person is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 4:00pm (WST), on 21 November 2017 at 22 Lindsay Street, Perth, WA 6000, and at any adjournment thereof.

Resolution 1 Election of a Director - Mr Jack James Resolution 2 Re-Election of a Director - Mr Frank Moxon

If two proxies are being appointed, the proportion of voting rights this proxy represents is %