Austpac Resources N L : Notice of Meeting and Proxy – 29 December 2020

Austpac Resources N.L.

(ACN 002 264 057)

Notice of Annual General Meeting

Date of Meeting:	29th January 2021
Time of Meeting:	11:30am (AEDT)
Place of Meeting:	Due to the ongoing COVID-19 pandemic, the Annual
	General Meeting will be conducted as a virtual meeting
	and you can participate by logging in: Online at
	https://agmlive.link/APG20 (refer to details in the Virtual
	Annual General Meeting Online Guide). If you are a
	Shareholder who wishes to attend and participate in
	the virtual meeting, please register in advance as per
	the instructions outlined in this Notice of Meeting.
	Shareholders are strongly encouraged to lodge their
	completed proxy forms in accordance with the
	instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act 2001 and the Corporations Regulations 2001 under the Corporations (Coronavirus Economic Response) Determination (No.3) 2020, no hard copy of the Notice of Meeting and Explanatory Memorandum will be circulated. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company's website ([https://www.austpacresources.com/]).

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 accountant, solicitor or other professional adviser prior to voting.

Austpac Resources N.L.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of Austpac Resources N.L. (Company) in respect of the financial year ended 30 June 2020 will be conducted as a virtual meeting and you can participate by logging in: Online at https://agmlive.link/APG20 (refer to details in the Virtual Annual General Meeting Online Guide), on 29th January 2021 at 11:30am (AEDT) (AGM or Meeting).

The Explanatory Memorandum to this Notice of Meeting (Notice) provides additional information on matters to be considered at the AGM. The Explanatory Memorandum (and attached proxy form) form part of the Notice.

Terms and abbreviations used in the Notice and Explanatory Memorandum are defined in the Glossary.

Agenda

1. Financial and related reports

To receive and consider the Financial Report of the Company and its controlled entities and the related Directors' and Auditor's Reports in respect of the financial year ended 30 June 2020.

2. Resolution 1 - Adoption of Remuneration Report (Non-binding resolution)

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

'That for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report for the financial year ended 30 June 2020 be adopted.

Voting Prohibition

A vote on Resolution 1 must not be cast by or on behalf of either of the following persons:

1. a member of the key management personnel details of whose remuneration are included in the remuneration report; or
2. a closely related party (such as close family members and any controlled companies) of those persons,

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with the direction on the proxy form.

3. Resolution 2 - Re-election of Mr Colin Iles

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

"That Mr Colin Iles retires as a Director of the Company in accordance with the Company's Articles, and being eligible and having offered himself for re-election, be re-elected as a Director of the Company."

Mr ILES Biography.

Mr Iles is a metallurgist with over 35 years' experience in international trade, sales and business development and the commercial management of technical projects at plant level. He was previously General Manager for CMC Cometals Australia, a subsidiary of the Commercial Metals Company headquartered in Texas, USA, where he was responsible for key objectives of profit, production and marketing. Mr Iles has been intimately involved with supply and offtake contracts with the Australian and international iron and steel industry and is an expert in international metals sourcing and trading.

4. Resolution 3 - Approval of Additional 10% Placement Capacity (Special Resolution)

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

"That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, approval be given for the issue of equity securities of up to 10% of the issued capital of the Company (at the time of the issue or the agreement to issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

5. Resolution 4 - Adoption of New Constitution (Special Resolution)

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

"That, for the purposes of Sections 136(1)(b) and 136(2) of the Corporations Act 2001 and for all other purposes, the existing Memorandum and Articles of Association of the Company be repealed in its entirety and the Company adopt the Proposed Constitution in its place, which will be initialled by the Chairman for identification purposes, with effect from the conclusion of the Meeting".

By order of the Board of Austpac Resources N.L.:

Colin ILES CEO

Dated: 29th December 2020

IMPORTANT MEETING INFORMATION

Venue

Safety of our shareholders and staff is our paramount concern, and therefore, in line with State Government and ASIC recommendations during the COVID-19 pandemic, the AGM will be conducted by way of live audio-visualconference.

There will be no physical meeting.

The AGM will be conducted as a virtual meeting. Shareholders who intend to join the AGM are asked to pre-register their attendance prior to the date of the AGM using their full name and dial-in 15 minutes prior to the start of the Meeting. The virtual AGM ca be attended using the following details:

When: 11;30am (AEDT)

Topic: APG 2020 AGM

AGM link: https://agmlive.link/APG20

Explanatory Memorandum

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

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

Questions from Shareholders

In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions in relation to the Meeting to the Company by email to: [e-mail] by 5:00 p.m. on 22nd January 2021.

Your questions should relate to matters that are relevant to the business of the AGM, as outlined in this Notice.

In accordance with the Corporations Act and the Company's policy, a reasonable opportunity will also be provided to Shareholders attending the AGM to ask questions about, or make comments upon, matters in relation to the Company including Remuneration Report.

During the course of the Meeting, the Chairman will seek to address as many Shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the AGM. Please note that individual responses may not be sent to Shareholders.