Leigh Creek Energy : Notice of General Meeting/Proxy Form

Leigh Creek Energy Limited

ACN 107 531 822

only	Notice of General Meeting
And
Explanatory Memorandum
	Notice is hereby given that a General Meeting of Leigh Creek Energy Limited (Company) will be held at Level 11, 19
	Grenfell Street Adelaide SA 5000 and via an online meeting platform at https://meetnow.global/MKFVSLK:
	Date of Meeting:	24 February 2022
	Time of Meeting:	9.30 am (Adelaide time)
	DUE TO THE ONGOING COVID-19 PANDEMIC, SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN
	PERSON.
use
	Shareholders are urged to vote by lodging the proxy form that has been separately sent to you.
	The Company has made arrangements for the Meeting to be held virtually. Shareholders who wish to attend and
personal

p rticipate in the virtual Meeting can do so via the online meeting platform. Further details of how to access the Meeting and participate are detailed in the Explanatory Memorandum.

Business:

Resolution 1- Ratification of issue of Commencement Fee Shares and Initial Placement Shares

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 19,085,714 Shares on the terms and conditions set out in the Explanatory Memorandum is ratified."

Resolution 2 - Ratification of the grant of the First Investment Right to the Investor

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

For"That, for the purposes of Listing Rule 7.4 and for all other purposes, the grant to the Investor (or its nominee) of the right to be issued Shares with the value of $8,175,000 in relation to the First Investment, on the terms and conditions set out in the Explanatory Memorandum is ratified."

Resolution 3 - Ratification of the agreement to grant the Second Investment Right to the Investor

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 7.4 and for all other purposes, the agreement to grant to the Investor (or its nominee) of the right to be issued Shares with the value of $4,251,000 in relation to the Second Investment, on the terms and conditions set out in the Explanatory Memorandum is ratified."

Page 1 of 16

Resolution 4 - Approval of the grant of the Third Investment Right to the Investor

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

"That for the purposes of ASX Listing Rule 7.1 and for all other purposes, the grant to the Investor (or its nominee) the right to be issued Shares with the value of $3,924,000 in relation to the Second Investment, on the terms and conditions set out in the Explanatory Memorandum is approved."

onlyInformation for Members

1. Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of General Meeting is incorporated in and comprises part of this Notice of General Meeting and should be read in conjunction with this Notice. Members are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used both in this Notice and the Explanatory Memorandum.

use2. Voting Exclusion Statements

The Company will disregard any votes cast in favour of Resolutions 1, 2 and 3 respectively by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any of their respective associates.

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is expected to participate in or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares) or any of their respective associates.

However, for each Resolution, the Company need not disregard a vote cast in favour if it is cast by or on behalf of:

personal	(a)	a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions given to
	the proxy or attorney to vote in that way; or
	(b)	the person Chairing the Meeting as proxy or attorney for a person who is entitled to vote, in accordance with
		a direction given to the Chair on the relevant proxy form to vote 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 that:
		(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.

3. "Snap-shot" Time

ForIn accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that for the purposes of voting at the Meeting, Shares will be taken to be held by those who hold them as at 6.30 pm (Adelaide time) on 22 February 2022.

4. Proxies

All voting will be conducted by poll using proxy instructions received in advance of the Meeting and via the online polling during the Meeting.

A Shareholder entitled to attend and vote at the Meeting may appoint a proxy. The person appointed as a proxy may be an individual or a body corporate and need not be a Shareholder. If a Shareholder is entitled to cast two or more votes, the Shareholder may appoint one or two proxies.

Page 2 of 16

Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. If the proportion is not specified, each proxy may exercise half of the Shareholder's voting rights. Fractional votes will be disregarded.

To record a valid vote, members will need to take either of the following steps:

(a)	Cast your vote online by visiting www.investorvote.com.auand following the instructions and information
	provided on the enclosed proxy form; or
(b)	Complete and lodge the Proxy Form (and the power of attorney or other authority (if any) under which it is
	signed, or a certified copy of it) at the share registry of the Company, Computershare Investor Services Pty
	Limited, located at GPO Box 242, Melbourne VIC 3001, or by facsimile on 1800 783 447 (within Australia) or
	[phone] (outside Australia); or
(c)	For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit
	your voting intentions,
onlyno later than 9:30 am (Adelaide time) on 22 February 2022 (being 48 hours before the commencement of the

Meeting).

useShareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice of General Meeting.

5. Corporate Representative

A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the Meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that personalShareholder's or proxy's (as applicable) corporate representative. The authority must be sent to the Company and/or

the Company's Share Registry (detailed above) in advance of the Meeting.

By order of the Board

J E Mehrtens

Leigh Creek Energy Limited

21 January 2022

For

Page 3 of 16

Explanatory Memorandum

This Memorandum has been prepared for the information of Shareholders of Leigh Creek Energy Limited (Company) in connection with the business to be conducted at a General Meeting of the Company to be held virtually at Level 11, 19 Grenfell St Adelaide SA 5000 and via an online platform at https://meetnow.global/MKFVSLKon 24 February 2022 at 9.30 am (Adelaide time).

only1.

For usepersonal

Impact of COVID-19 on the Meeting

The health and safety of Shareholders, our personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. The Company intends to conduct a poll on the resolutions in the Notice of General Meeting using the proxies filed prior to the Meeting and for Shareholders to be able to attend and vote at the Meeting via the online platform at https://meetnow.global/MKFVSLK, where shareholders will be able to watch, listen and vote online. The virtual Meeting guide on how to attend the Meeting is available at www.computershare.com.au/virtualmeetingguide.

No attendance in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company is not allowing Shareholders to physically attend the Meeting. The Company has the discretion to make a case by case exception if it believes it is necessary, and the particular Shareholder contacts the Company at least 48 hours prior to the Meeting to discuss their situation.

Remote attendance via the online meeting platform

Securityholders must use the Computershare Meeting Platform to vote in the meeting.

To vote in the meeting, you can log in by entering the following URL https://meetnow.global/MKFVSLKon your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact the call centre before the meeting to obtain their login details.

To vote in the meeting online follow the instructions below.

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on [phone] one hour prior to the meetings to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop down list.
4. Accept the Terms and Conditions and 'Click Continue'.

You can cast votes at the appropriate times while the meeting is in progress.

Technical difficulties

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the Meeting should proceed in the event that technical difficulties arises. In exercising his discretion, the Chairman will have regard to the number of members impacted and the extent to which participation in the business of the AGM is affected.

Where the Chairman considers it appropriate, the Chairman may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason,

Page 4 of 16

members are encouraged to lodge a proxy by 9.30 am (Adelaide time) on 22 February 2022 even if they plan to attend online.

Questions to be submitted in advance

only2.

For usepersonal

Shareholders are asked to submit questions that relate to the items of business in the Notice of General Meeting in advance of the Meeting to the Company. Questions must be submitted by emailing [e-mail] later than 18 February 2022. The Chairman will attempt to respond to the questions during the Meeting.

Background to the Resolutions

1. Agreement
   As announced on 17 December 2021, the Company has entered into a share subscription agreement
   (Agreement) with existing shareholder Energy Exploration Capital Partners, LLC (the Investor), which may enable the Company to access up to $20,000,000 of funding, on the terms and conditions set out in the Agreement and as described further below. References to Energy Exploration Capital Partners, LLC or the Investor in this Notice include Energy Exploration Capital Partners, LLC and any designee or nominee of Energy Exploration Capital Partners, LLC.
   A summary of the material terms of the Agreement is set out below:
2. 1. Investments
      The Investor made an initial investment of $7,500,000 (First Investment) on 29 December 2021 (the First Closing). As consideration for the First Investment, at the First Closing, the Company granted the Investor the right (First Investment Right) to be issued Shares with the value of $8,175,000 on the terms and conditions set out in the Agreement.
      Subject to the conditions set out in the Agreement, the Investor has agreed to make an additional investment of $3,900,000 (Second Investment) within 120 days of the First Investment (Second Closing). As consideration for the Second Investment, at the Second Closing, the Company will grant the Investor the right (Second Investment Right) to be issued Shares with the value of $4,251,000 on the terms and conditions set out in the Agreement. The occurrence of the Second Investment is not subject to Shareholder approval.
      Subject to Shareholder approval and the terms and conditions set out in the Agreement, a third investment of $3,600,000 (Third Investment) will occur by 28 May 2022 (Third Closing). As consideration for the Third Investment, at the Third Closing, the Company will grant the Investor the right (Third Investment Right) to be issued Shares with the value of $3,924,000 on the terms and conditions set out in the Agreement.
      Each of the First Closing, the Second Closing and the Third Closing may be referred to herein as a Closing, each of the First Investment, the Second Investment and the Third Investment may be referred to herein as an Investment or collectively as the Investments, and each of the First Investment Right, the Second Investment Right and the Third Investment Right may be referred to herein an Investment Right or collectively as the Investment Rights.
      Additionally, the Company and the Investor may agree to place up to $5,000,000 worth of Shares to the Investor to raise up to $5,000,000 (Optional Investment) on the terms and conditions set out in the Agreement. No obligations arise in relation to an Optional Investment until mutual agreement is reached.
      The First Investment Right constitutes an "Equity Security" under the ASX Listing Rules (as its constitutes the right to unissued Shares) and a "Convertible Security" under the ASX Listing Rules (as it is convertible to Shares in accordance with the terms of the Agreement). The First Investment Right was granted pursuant to the Company's placement capacity under Listing Rule 7.1

Page 5 of 16