Lion Energy : Notice of General Meeting/Proxy Form

Page 1 of 33

For personal use only

Lion Energy Limited

ABN 51 000 753 640

Suite 1, 295 Rokeby Road Subiaco WA 6008, Australia

Tel +61 8 9211 1500 | Fax +61 8 9211 1501 info@lionenergy.com.au

www.lionenergy.com.au

Dear Shareholder,

General Meeting - Notice and Proxy Form

Notice is given that a General Meeting (Meeting) of Shareholders of Lion Energy Limited (Company) will be held as follows:

Time and date: 10:00am (Perth time) on 12 January 2022

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting and accompanying Explanatory Statement (together, Meeting Materials) unless the shareholder has made a valid election to receive such documents in hard copy. Instead the Meeting Materials are being made available to shareholders electronically and can be viewed and downloaded as follows:

• You can access the Meeting materials online at the Company's website:http://lionenergy.com.au/investor-dashboard/asx-announcements/
• A complete copy of the Meeting materials has been posted to the Company's ASX Market announcements page atwww.asx.com.auunder the Company's ASX code "LIO".

For those shareholders that have not elected to receive notices by email, a copy of your personalised Proxy Form is enclosed for your convenience. Please complete and return the attached Proxy Form to the Company using any of the following methods:

Your proxy voting instruction must be received by 10:00am (Perth time) on 10 January 2022, being not later than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the scheduled Meeting. The Company strongly encourages all shareholders to submit their personalised Proxy Form as instructed prior to the Meeting.

The Meeting Materials should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Company intends to hold a physical meeting. However, in order to minimise the risk to shareholders and to the Company and its ongoing operations, shareholders are encouraged to vote by proxy instead of attending the meeting. The Company will continue to monitor Australian Government restrictions on public gatherings. The situation is constantly evolving and accordingly we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify any changes by way of announcement on ASX and the details will also be made available on our website.

Yours sincerely

Tom Soulsby

Executive Chairman

Lion Energy Limited

For personal use only

Lion Energy Limited

ACN 000 753 640

Notice of General Meeting

The General Meeting of the Company will be held as follows:

Time and date: 10:00am (WST) on 12 January 2022

Location: Suite 1, 295 Rokeby Road, Subiaco, Western Australia 6008

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional adviser prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the

Company on (08) 9211 1500.

Shareholders are urged to attend or vote by lodging a Proxy Form.

For personal use only

Lion Energy Limited

ACN 000 753 640

(Company)

Notice of General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Lion Energy Limited

(Company) will be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia 6008on 12 January 2022 at 10:00am (WST) (Meeting).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company's Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person. Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting.

The Board will continue to monitor Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company's website at http://www.lionenergy.com.au/ and the ASX announcement platform.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.00am (WST) on 10 January 2022.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in Schedule 1.

1 Resolutions

Resolution 1(a) and (b) - Ratification of issue of Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

1. 45,742,756 Placement Shares under Listing Rule 7.1; and
2. 30,507,244 Placement Shares under Listing Rule 7.1A, on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 - Approval of issue of Placement Options

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

Page 2

Page 3