Lake Resources NL : Notice of Extraordinary General Meeting/Proxy Form Opens in a new Window

Lake Resources N.L.

Level 5, 126 Phillip Street

http://www.lakeresources.com.au

Sydney NSW 2000

ACN: 079 471 980

Lake Resources N.L.

Notice of Extraordinary General Meeting Explanatory Statement | Proxy Form

27 February 2019

11:00AM AEDT

Address

Automic Level 5

126 Phillip Street Sydney NSW 2000

This Notice of Meeting 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.

Contents
Venue and Voting Information	3
Notice of Extraordinary General Meeting	4
Explanatory Statement	7
Glossary	11
Annexure A - Terms and Conditions of Options under Resolution 3	13
Proxy Form	Attached
Lake Resources N.L.| Extraordinary General Meeting - Notice of Meeting and Explanatory Statement	2

Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00am AEDT on 27 February 2019 at Automic, Level 5, 126 Phillip Street, Sydney NSW 2000.

Your vote is important

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

Voting in person

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

Voting by proxy

To vote by proxy, please use one of the following methods:

• 1. Lodge the Proxy Form online atwww.linkmarketservices.com.auusing the holding details as shown on your Proxy form.

• 2. Complete and sign the enclosed Proxy Form and return the form:

  • (a) by post to:

    C/ - Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235

  • (b) by hand to:

    Link Market Services, Level 12, 680 George Street Sydney NSW 2000

  • (c) by fax to: [phone]

  • (d) All enquiries to [phone]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Lake Resources N.L. (ACN 079 471 980) will be held at 11:00am AEDT on 27 February 2019 at Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 (Meeting).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form form 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 Extraordinary General Meeting are those who are registered Shareholders at 11:00am AEDT on 25 February 2019. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Resolutions

1.

Resolution 1 - Ratification of prior issue of Shares

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify 15,000,000 shares for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• (a) Acuity Capital Pty Ltd; or

• (b) an Associate of Acuity Capital Pty Ltd

However, the Company will not disregard a vote if:

• (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.

Resolution 2 - Ratification of prior issue of Convertible Notes

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify 9,900,000 convertible notes for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

• (a) a person who participated in the issue of Convertible Notes; or

• (b) an Associate of those persons.

However, the Company will not disregard a vote if:

• (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3.

Resolution 3 - Approval of the issue of Options

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of 15,000,000 unlisted options to the holders of Convertible Notes as identified under Resolution 2 on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting"