Austpac Resources N L : Notice of Meeting and Proxy Form – 24 December 2021

Austpac Resources N.L.

(ACN 002 264 057)

Notice of Annual General Meeting

Following recent modifications brought to the Corporations Act 2001 and the Corporations Regulations 2001 under the Treasury Laws Amendment (2021 Measures No.1) Act 2021, no hard copy of the Notice of Meeting and Explanatory Memorandum will be circulated. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company's website ([https://www.austpacresources.com/]).

This Notice of Meeting and the Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Austpac Resources N.L.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of Shareholders of Austpac Resources N.L. (Company) in respect of the financial year ended 30 June 2021 will be conducted as a virtual meeting and you can participate by logging in: Online at https://meetings.linkgroup.com/APG2022 (refer to details in the Virtual Annual General Meeting Online Guide), on 27th January 2022 at 11:30am (AEDT) (AGM or Meeting).

The Explanatory Memorandum to this Notice of Meeting (Notice) provides additional information on matters to be considered at the AGM. The Explanatory Memorandum (and attached proxy form) form part of the Notice.

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

Agenda

1. Financial and related reports

To receive and consider the Financial Report of the Company and its controlled entities and the related Directors' and Auditor's Reports in respect of the financial year ended 30 June 2021.

Note: There is no requirement for Shareholders to approve these reports.

2. Resolution 1 - Adoption of Remuneration Report (Non-binding resolution)

To consider and, if thought fit, to pass with or without amendment, the following resolution as a non- binding advisory resolution:

'That for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report for the financial year ended 30 June 2021 be adopted.

Voting exclusion applies to this resolution. Please see the voting exclusion at note 3.2 of the Explanatory Memorandum.

3. Resolution 2 - Re-election of Mr Terry Cuthbertson

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

"That Mr Terry Cuthbertson retires as a Director of the Company in accordance with the Company's Articles, and being eligible and having offered himself for re-election, be re-elected as a Director of the Company."

4. Resolution 3 - Appointment of Auditors

To consider, and if thought fit, pass the following resolution:

"That pursuant to section 327B(1)(b) of the Corporations Act and for all other purposes, MNSA Pty Ltd of 283 George St, Sydney, NSW 2000 (MNSA), having been nominated by a member of the Company for appointment, and consenting to act as an auditor, be appointed as the auditor of the Company."

5. Resolution 4 -Conditional Board Spill Meeting

Only if require, to consider, and if thought fit, resolve as an ordinary resolution that for the purposes of section 250V(1) of the Corporations Act 2001 (Cth) (Corporations Act) and for all other purposes:

"That, subject to and conditional on at least 25% of the votes cast on item 2, being cast against the Remuneration Report:

1. a general meeting of the Company be held within 90 days of the date of this Annual General Meeting (Spill Meeting);
2. all Directors other than the managing director who were in office when the resolution to approve the Directors' Report for the financial year ended 30 June 2021 was passed who remain in office as Directors at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
3. resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting."

By order of the Board of Austpac Resources N.L.:

Colin ILES CEO

Dated: 24 December 2021

Voting by proxy

1. A Shareholder entitled to attend and vote at the AGM may appoint one proxy or, if the Shareholder is entitled to cast 2 or more votes at the meeting, 2 proxies, to attend and vote instead of the Shareholder.
2. Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder's voting rights at the Meeting. If no percentage or number is specified in both proxy forms, each proxy may exercise half of the
   Shareholder's vote.
3. A proxy need not be a Shareholder of the Company.
4. A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.
5. A proxy form accompanies this Notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this Notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 11:30am (AEDT) on 25th January 2022:
6. • by post at GPO Box 5297, Sydney, NSW, 2001; or
   • by personal delivery to Link Market Services Level 12, 680 George Street, Sydney NSW 2000; or
   • by email to the Company Secretary at apgtio2@ozemail.com.au
7. A Shareholder may still participate in the Meeting if a proxy is appointed. However, the proxy's right to speak and vote will be suspended while the Shareholder is participating.

Voting and other entitlements at the AGM

1. A determination has been made by the Board under regulation 7.11.37 of the Corporations Regulations 2001 that Shares in the Company which are on issue at 7:00pm (AEDT) on 25th January 2022 will be taken to be held by the persons who held them at that time for the purposes of the AGM (including determining voting entitlements at the meeting).
2. Shareholders will be able to live vote in real-time during the Meeting when invited by the Chairman. Shareholders will be able to vote for, against or, abstain on each item through the online platform.

Proxy voting by the Chairman

The Chairman intends to vote all available undirected proxies in favour of item 2 (Resolution 1), item 3 (Resolution 2) and item 4 (Resolution 3).

The Chairman intends to vote all undirected proxies against item 5 (Resolution 4); if item 5 (Resolution 4) is put to the Meeting.

If you appoint the Chairman as your proxy or the Chairman is appointed by default and your voting direction is not indicated, the Chairman may exercise your proxy even if he has an interest in the outcome of those items.