Great Northern Minerals : Notice of General Meeting/Proxy Form

For personal use only

Great Northern Minerals Limited

ACN (000 002 111)

NOTICE OF GENERAL MEETING AND EXPLANATORY

MEMORANDUM

Date of Meeting: Friday, 14 January 2022

Time of Meeting: 11:00am (AWST)

Place of Meeting: Level 11, 216 St Georges Terrace, Perth WA 6000

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on 08 9481 0389.

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NOTICE OF MEETING

For personal use only

Notice is given that a General Meeting of Shareholders of Great Northern Minerals Limited (ACN 000 002 111) (Company) will be held at Level 11, 216 St Georges Terrace, Perth WA 6000 on Friday, 14 January 2022 commencing at 11:00am (AWST).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

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 as Shareholders at 5:00pm (AWST) on Wednesday, 12 January 2022.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 and throughout.

AGENDA

1. Resolutions 1(a) and 1(b) - Ratification of Prior Issue of Tranche 1 Placement Shares

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

1. 180,000,000 Shares under the Company's Listing Rule 7.1 capacity; and
2. 120,000,000 Shares under the Company's Listing Rule 7.1A capacity,

on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the resolution in accordance with directors given by the beneficiary to the holder to vote in that way.

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2. Resolution 2 - Approval of Share Issue - Tranche 2 Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes Shareholders approve the issue of up to 200,000,000 Shares under the Placement announced on 8 December 2021 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person, or an associate of that persons or those persons, 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 entity).

However, this does not apply to a vote cast in favour of a resolution by:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the resolution in accordance with directors given by the beneficiary to the holder to vote in that way.

3. Resolution 3 - Approval to issue Lead Manager Options

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue to the Lead Manager (and/or their nominees) up to a total of 40,000,000 Options on the terms set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Lead Manager 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 entity) or an associate of the Lead Manager

However, this does not apply to a vote cast in favour of a resolution by:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the resolution in accordance with directors given by the beneficiary to the holder to vote in that way.

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4. Resolutions 4(a), (b) and (c) - Approval for Directors Participation in the Placement

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to:

1. 6,666,000 Shares to Cameron McLean (and/or his nominees);
2. 3,333,000 Shares to Simon Coxhell (and/or his nominees);
3. 3,333,000 Shares to Simon Peters (and/or his nominees);

on the terms set out in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Cameron McLean, Simon Coxhell and Simon Peters (Participating Directors) (being a Related Party set out in the explanatory memorandum) who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, this does not apply to a vote cast in favour of the Resolution by:

1. a person as a 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;
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

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

1. the proxy is either:
2. 1. a member of the Key Management Personnel; or
   2. a Closely Related Party of such a member; and
3. the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a excluded party, the above prohibition does not apply if:

1. the proxy is the Chair; and
2. 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.

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DATED 15 December 2021

BY ORDER OF THE BOARD

For personal use only

AIDA TABAKOVIC

GREAT NORTHERN MINERALS LIMITED COMPANY SECRETARY

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