Auric Mining : AGM Notice of Meeting & Proxy Form

AURIC MINING LIMITED (ACN 635 470 843) LEVEL 1, 1 TULLY ROAD, EAST PERTH WA 6004

WWW.AURICMINING.COM.AU

ASX CODE: AWJ

22 April 2022

ASX Market Release

Annual General Meeting Materials Director Rotation and Re-election

Auric Mining Limited (ASX: AWJ) (Auric or the Company) is pleased to release the following information ahead of its 2022 Annual General Meeting (AGM).

Annual General Meeting

• • Notice of Annual General Meeting

• • Proxy Form

• • Notice of Access Letter

As per the Company's announcement on 21 March 2022, the AGM will be held on Friday 27 May 2022 at 11.00am AEST as a virtual meeting.

Director Rotation and Re-election

As part of the AGM process directors need to stand for re-election on a rotational basis.

Stephen Strubel has decided not to stand for re-election at the Company's AGM due to his workload and commitments with other public company directorships. As such, Stephen Strubel will cease to be a director of the Company at the conclusion of the 2022 AGM.

The Company wishes to thank Stephen Strubel for his outstanding contribution to the Company and in particular for being an integral part of the establishment of the Company and its listing on the ASX.

Tamara Barr

Company Secretary Auric Mining Limited

This announcement has been approved for release by the Board.

For further information please contact:

Tamara Barr

Company Secretary

[e-mail]

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Auric Mining Limited (ACN 635 470 843)

Level 1, 1 Tully Road, East Perth WA 6004

[phone]

[e-mail]

www.auricmining.com.au

AURIC MINING LIMITED ACN 635 470 843

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	11.00am (AEST)
DATE:	27 May 2022
PLACE:	The AGM will be conducted as a virtual meeting accessible online.
If you are a Shareholder and you wish to virtually attend the AGM, please
visit the virtual meeting here:
https://meetnow.global/MCFN29C

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

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.

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 11.00am (AEST) on 25 May 2022.

BUSINESS OF THE MEETING

AGENDA

• 1. FINANCIAL STATEMENTS AND REPORTS

  To receive and consider the Annual Financial Report of the Company for the financial year ended 31 December 2021 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report.

• 2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

  "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 31 December 2021."

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

  Voting Prohibition Statement:

  A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

  • (a) a member of the Company's Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

  • (b) a Closely Related Party of such a member.

  However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

  the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

  the voter is the Chair and the appointment of the Chair as proxy:

  (i)

  (i)

  does not specify the way the proxy is to vote on this Resolution; and expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

• 3. RESOLUTION 2 - RE-ELECTION OF JOHN UTLEY AS A DIRECTOR

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

"That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.5 and for all other purposes, John Utley, a Director who retires by rotation, and being eligible, offers himself for re-election as a Director of the Company, effective immediately."

• 4. RESOLUTION 3 - APPROVAL OF 7.1A MANDATE

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

  "That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement."

  Voting Exclusion Statement

  In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of a resolution by:

  • (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  (i)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

  (ii)

  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 - ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN

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

"That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Securities Incentive Plan and for the issue of a maximum of 6,849,625 securities under that Plan, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the employee incentive scheme or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i)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

(ii)

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

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a)the proxy is either:

(i)a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 22 April 2022

By order of the Board

Mr Steven Morris Non-Executive Chair