Niuminco : 2019 AGM Notice of Meeting

N I U M I N C O G R O U P L I M I T E D

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Niuminco Group Limited (ACN 009 163 919) ("Company") will be held at Narrabeen Beach Surf Life Saving Club, Ocean Street (corner Albert Street), Narrabeen NSW Australia on 9 October, 2020 commencing at 11.00 am.

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial report, together with the Director's and auditor's reports for the year ending 30 June 2019

2. Resolution 1 - Re-election of a Director - Mr Lawrence Chartres

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

"That, in accordance with the Company's Constitution, Mr Lawrence Chartres, who retires by rotation and, being eligible, offers himself for re-election, is re-elected as a Director."

3. Resolution 2 - Approval of Remuneration Report

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

"That, for the purposes of section 250R of the Corporations Act and for all other purposes, Shareholders approve the Remuneration Report for the year ending 30 June 2019."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

The Company will disregard any votes cast on this Resolution 2 by any member of the Key Management Personnel or their Closely Related Parties.

However, the Company will not disregard a vote if:

1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
2. it is cast by the Chairman as proxy for a person who is entitled to vote, if the Chairman is expressly authorised to vote as the Chairman decides by the Proxy Form. The Chairman of the meeting is so authorised and intends to vote all available undirected proxies in favour of Resolution 2.

4. Resolution 3 - Ratification and Approval of Previous Redeemable Convertible Note Issue under ASX Listing Rule 10.11.5

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 10.11.5 and for all other purposes, Shareholders approve and ratify the prior issue of a Redeemable Convertible Note, convertible into a maximum of 277,777,778 Shares at a minimum price of $0.0009 cents per Share, on 29 October 2019 to Sydney Metro Properties Pty Ltd, a sophisticated and professional investor for general working capital purposes."

Voting Exclusion

The Company will disregard any votes cast in favour of resolution 3 by or on behalf of Sydney Metro Properties Pty Ltd or an associate of Sydney Metro Properties Pty Ltd who participated in the issue.

However, the Company need not disregard a vote cast in favour of the resolution if:

1. it is cast by a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
2. it is cast by the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote as the proxy decides; or
3. A holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 4 - Consolidation of Shares:

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

"That, for the purposes of Section 254H(1) of the Corporations Act and for all other purposes, the Shares of the Company be consolidated through the conversion of every twenty (20) Shares held by a Shareholder into one (1) Share with any resulting fractions of a Share being rounded up to the next whole number of Shares with the consolidation to take effect in accordance with the timetable and otherwise on the terms and conditions set down in the Explanatory Memorandum attached to and forming part of this Notice of Meeting."

6. Resolution 5- Approval of 10% Placement Facility

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities totaling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 5 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a material benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution 5 is passed.

However, the Company will not disregard a vote cast in favour of the resolution if:

1. it is cast by the person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
2. it is cast by the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote as the Chair decides; or

1. A holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

-the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way."

7. Resolution 6 - Spill Resolution (if required)

Subject to 25% or more of the votes that are cast on Resolution 2 being voted against the adoption of the Directors' Remuneration Report, to consider and, if thought fit, to pass the following ordinary resolution (a 'Spill Resolution'):

"That, for the purposes of section 250V of the Corporations Act, another meeting of Shareholders ('spill meeting') be held within 90 days of this Annual General meeting ('AGM') and;

1. all the Company's Directors (other than the Managing Director) who were in office when the Directors' resolution to make the Directors' Remuneration Report for the year ending 30 June 2019 considered at the AGM was passed, cease to hold office immediately before the end of the spill meeting; and
2. 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.

Voting Exclusion

The Company will disregard any votes cast on this Resolution 6 by any member of the Key Management Personnel or their Closely Related Parties.

However, the Company will not disregard a vote if:

1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or,
2. it is cast by the Chairman as proxy for a person who is entitled to vote, if the Chairman is expressly authorised to vote as the Chairman decides by the Proxy Form. The Chairman of the meeting is so authorised and intends to vote all available undirected proxies against Resolution 6.

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice and should be read in conjunction with it.

Proxies

Please note that:

1. a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
2. a proxy need not be a member of the Company;
3. a Shareholder may appoint a body corporate or an individual as its proxy;
4. a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and
5. Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 11.00amm (AEST) on 7 October 2020. Accordingly, transactions registered after that time will be disregarded in determining Shareholder's entitlement to attend and vote at the Annual General Meeting.

By Order of the Board of Directors

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Tracey Lake

Company Secretary

9 September, 2020

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