TIMH RESO : Notice of General Meeting/Proxy Form

NOTICE OF GENERAL MEETING

TIMAH RESOURCES LIMITED

ABN 69 123 981 537

Notice is hereby given that a General Meeting of members of Timah Resources Limited ('Company') will be held

onlyat our registered corporate office at 348 Pacific Highway Crows Nest NSW 2065, Australia at 9.30am (Sydney time) on Monday 4th July, 2022.

Please note that in light of the Covid-19 crisis, and in the interests of protecting the health of shareholders, physical attendance at the meeting will be restricted to 15 persons due to capacity room constraints imposed by social distancing requirements. This capacity constraint includes 3 directors, company secretary and 2 audit representatives, who have agreed with the company to attend in order to meet the quorum requirements for the

usem eting.

To facilitate this requirement, and in no way wishing to preclude shareholder attendance, the company encourages all shareholders to direct their proxy vote on the resolution. This is the preferred means of voting at the General meeting.

The meeting will consider and, if thought fit, pass the following resolutions: personalRESOLUTION 1: REMOVAL OF AUDITOR

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

"Hall Chadwick (NSW), the current auditor of the Company, be removed as the auditor of the company effective fr m the date of the Meeting.""

The Directors recommend that you vote in favour of this ordinary resolution.

RESOLUTION 2: APPOINTMENT OF AUDITOR

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

"Subject to the passing of Resolution 1, KS Black & Co being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the company effective from the date of the Meeting and the Directors be authorised to agree the remuneration."

ForThe Directors recommend that you vote in favour of this special resolution.

DATED 3 June 2022

BY ORDER OF THE BOARD

TIMAH RESOURCES LIMITED

_____________________________

ANDREW WALLIS

COMPANY SECRETARY

NOTES

DETERMINATION OF MEMBERSHIP AND VOTING ENTITLEMENT

Everyone who is registered as a Shareholder at 9.30 am (Sydney time) on 2 July 2022 can vote at the General Meeting.

onlyYou may vote by:

(a) attending the General Meeting in person (yourself or by sending an attorney, or, if you hold Shares through a company, by sending a corporate representative on your behalf); or

(b) completing and returning a proxy form.

A proxy form accompanies this Notice of General Meeting. The proxy form contains instructions on how to complete the form, the rules applicable to proxies, where to send the form and information regarding corporate representatives.

useVOTING 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.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations

Act, as they will apply to this General Meeting. Broadly, the changes mean that:

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Further details on these changes are set out below.

Pr xy 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:

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•

•

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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:

1. the proxy is not recorded as attending the meeting;

1. 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.

Corporate Representative

onlyAny corporate shareholder who has appointed a person to act as its corporate representative at the Meeting 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 and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Enquiries

If you have any questions in relation to the resolution to be considered at the Meeting, please speak to the company secretary, Mr Andrew Wallis, on +61 2 9680 2622 or 0411 567 157 between 9.00am and 5.00pm (Sydney time)

useMonday to Friday. personalFor

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening the General Meeting of shareholders of Timah Resources Limited to be held on Monday, 4 July 2022. This Explanatory Memorandum is to assist shareholders in understanding the background to and the legal and other implications of the Notice together for the reasons of the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

onlyThe resolutions are ordinary resolutions.

EXPLANATORY NOTES

RESOLUTIONS 1 AND 2 - REMOVAL AND APPOINTMENT OF AUDITOR

Under Section 329 of the Corporation Act, an auditor of a company may be removed from office by resolution at a useg neral meeting of which 2 months' notice of intention to move the resolution has been given. The notice of intention

to remove Hall Chadwick (NSW) is provided to Shareholder with this Notice of General Meeting.

It hould be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

The Company provides the notice of intention to Shareholders at Appendix A to this Notice and seeks the approval

to remove the auditor even though the meeting will be held less than 2 months after the notice of intention is given. personalUnder Section 327D of the Corporation Act, the Company in a general meeting may appoint an auditor to replace

n auditor removed under Section 329 of the Corporation Act.

If Hall Chadwick (NSW) is removed under Resolution 1, the Directors propose that K.S. Black & Co be appointed as the Company's auditor effective from the date of the Meeting. The notice of intention to remove Hall Chadwick (NSW) as auditor of the Company and nomination of K.S. Black & Co as auditor of the Company is provided to Shareholders in Appendix B to this Notice of General Meeting. K.S. Black & Co has given written consent to act as the Company's auditor in accordance with Section 328A(1) of the Corporations Act.

If Resolutions 1 and 2 are passed, the appointment of K.S. Black & Co as the Company's auditor will take effect at the close of this General Meeting.

The Directors unanimously recommend that shareholders approve this resolution.

For