Peak Rare Earths : Appointment of Executive Chairman

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ASX Announcement 11 July 2022

Appointment of Executive Chairman

• Experienced mining executive and former Fortescue Metals Group Deputy CEO Russell Scrimshaw appointed as incoming Executive Chairman
• Current Non-Executive Chairman Tony Pearson to continue as Deputy Chairman
• Current Managing Director Bardin Davis to assume Chief Executive Officer role
• Ngualla - Teesside Rare Earth Project Bankable Feasibility Study Update expected to be completed in August 2022 with Framework Agreement negotiations well advanced

Peak Rare Earths Limited (ASX: PEK) ("Peak" or the "Company") is pleased to announce the appointment of Mr Russell Scrimshaw as Executive Chairman, effective 15 August 2022.

Mr Scrimshaw is a distinguished corporate executive and company director with experience in large scale mining project development and operations, product marketing, finance, business development and technology. Mr Scrimshaw was a founding director of Fortescue Metals Group ("Fortescue") and served in executive roles including Deputy CEO and Executive Director. He was a key part of the management team that developed Fortescue's mining, port and rail operations and was instrumental in establishing Fortescue's strong relationships with large steel mill groups across a vast Asian customer base.

More recently Mr Scrimshaw was Chairman of UK-listed Sirius Minerals PLC (acquired by Anglo American in 2020), which is developing a large Polyhalite fertilizer project in North Yorkshire, in close proximity to Peak's Teesside refinery site. He has also held senior executive positions at the Commonwealth Bank of Australia and Optus. Mr Scrimshaw is currently Chairman of the Garvan Research Foundation, a non-Executive Director of the Garvan Institute of Medical Research and Vice Chairman of Ignition Wealth.

Mr Scrimshaw's appointment is an exciting development for Peak. There has been a substantial amount of work done within the business over the last twelve months and his appointment comes at an exciting time for the Company. The timing of his appointment means Mr Scrimshaw will be able to make a significant contribution to the continuing efforts to unlock long term shareholder value.

Peak Rare Earths Limited Level 9 190 St Georges Terrace, Perth, Western Australia 6000. PO Box 7362 Cloisters Square Perth 6000.

ASX: PEK ACN: 112 546 700 Telephone: [phone] [e-mail] www.peakresources.com.au

For personal use only

ASX Announcement 11 July 2022

Commenting on his appointment as incoming Executive Chairman, Russell Scrimshaw said:

"Peak has a tremendous opportunity to advance into one of the world's few independent integrated rare earth producers. I am excited to be joining the business at this time as we look to finalise the Framework Agreement for Ngualla, complete the Bankable Feasibility Study Update and execute offtake agreements to support project financing, and move into the project development phase."

With effect from Mr Scrimshaw's appointment, Peak's existing Non-Executive Chairman Tony Pearson will continue as Deputy Chairman and Managing Director Bardin Davis will now assume the role of Chief Executive Officer, stepping down from the Board to focus on his executive duties.

Tony Pearson, Non-Executive Chairman of Peak, commented:

"It has been a privilege to serve Peak as its Non-Executive Chairman since 21 October 2020 and it is now an opportune time for an Executive Chairman with Russell's track record to drive the Company through its next phase and development. Russell has been a leader in the growth of several companies that were aiming to disrupt the supply side in critical commodity markets and we're delighted that he's bringing this experience to Peak. His knowledge and drive are important additions to our team as we prepare for the business to transition into the world's next integrated rare earth producer. The Board also thanks Bardin Davis for his contribution to the Board since 20 October 2020 and his agreement to focus on this next important phase for PEK, as the Company's Chief Executive."

Details of remuneration are contained in the Appendix.

Ngualla Project Update

Framework Agreement negotiations with the Government of the United Republic of Tanzania in relation to Peak's world-class Ngualla Rare Earth Project are well advanced. The Company's management and in-country team appreciate the very positive working relationship that Peak has with the Government and look forward to continuing that relationship over the long term.

Bankable Feasibility Study Update

Significant progress has been made on the Bankable Feasibility Study Update and the outcomes are now expected to be released in August 2022.

Offtake Progress

Peak is continuing to make strong progress with respect to its "go-to-market strategy" with offtake arrangements advancing with key target customers in Japan, Korea and Europe.

Peak Resources Limited Level 9 190 St Georges Terrace, Perth, Western Australia 6000. PO Box 7362 Cloisters Square, Perth 6850.

ASX: PEK ACN: 112 546 700 Telephone: [phone] [e-mail] www.peakresources.com.au

For personal use only

ASX Announcement 11 July 2022

Peak has received strong expressions of interest from offtake customers and is progressing Memorandum of Understanding ("MOU") negotiations that cover approximately 70% of the annual projected NdPr Oxide production from Peak's Ngualla project, with discussions on one major binding offtake agreement covering approximately one third of expected annual NdPr Oxide production having commenced.

This announcement is authorised for release by the Company's Board of Directors.

Bardin Davis	Media inquiries:
Chief Executive Officer	Michael Vaughan
	Fivemark Partners
	[phone]

Peak Resources Limited Level 9 190 St Georges Terrace, Perth, Western Australia 6000. PO Box 7362 Cloisters Square, Perth 6850.

ASX: PEK ACN: 112 546 700 Telephone: [phone] [e-mail] www.peakresources.com.au

For personal use only

ASX Announcement 11 July 2022

Appendix

Mr Scrimshaw will receive a director's fee of $120,000 per annum plus statutory superannuation.

In addition, and subject to the approval of the Company's shareholders being obtained, it is proposed that Mr Scrimshaw be issued with 4,000,000 performance rights to assist in his reward, retention and motivation to achieve vesting milestones aligned to the interests of the Company and its shareholders. The performance rights will be issued in accordance with the terms of the Company's Employee Option Plan; Performance Rights Plan and/or Directors' Fee Plan and have the following vesting hurdles:

Number of	Vesting hurdle
Performance
Rights
250,000	These performance rights shall vest on the date that is 12 months
	after the date of appointment of the Executive Chair (subject always
	to remaining in that position as at that date).
250,000	These performance rights shall vest on the date that is 24 months
	after the date of appointment of the Executive Chair (subject always
	to remaining in that position as at that date).
250,000	These performance rights shall vest on the 20 trading day VWAP of
	the Company's shares exceeding $0.80.
250,000	These performance rights shall vest on the 20 trading day VWAP of
	the Company's shares exceeding $1.50.
325,000	These performance rights shall vest on the Company receiving a
	completed study in relation to Front End Engineering and Design
	(FEED) for the construction of a rare earth processing and
	separation plant.
325,000	These performance rights shall vest on the execution of a binding
	and unconditional agreement between the Company and a third
	party whereby the third party undertakes: (i) to provide equity
	funding of not less than US$25 million for the development of a
	refinery and/or the Ngualla Project; or (ii) to purchase a minimum of

Peak Resources Limited Level 9 190 St Georges Terrace, Perth, Western Australia 6000. PO Box 7362 Cloisters Square, Perth 6850.

ASX: PEK ACN: 112 546 700 Telephone: [phone] [e-mail] www.peakresources.com.au

For personal use only

ASX Announcement 11 July 2022

	10% of the annual production of a refinery over the first five years of
	operations as disclosed in the Bankable Feasibility Study (as
	updated).
1,250,000	These performance rights shall vest on: (i) the execution by the
	Company of a binding agreement(s) with a third party(s) whereby
	the third party(s) undertakes to provide funding that is sufficient to
	enable the Company to develop both a refinery and the Ngualla
	Project in accordance with the Bankable Feasibility Study (as
	updated); and (ii) the provision of the funding referred to in
	paragraph (i) becoming unconditional and available to the
	Company for drawdown.
550,000	These performance rights shall vest on the Company announcing
	that it has commenced construction of a rare earth processing hub.
550,000	These performance rights shall vest on: (i) the vesting conditions
	that relate to Financing (above) having been satisfied; and (ii) the
	Company announcing to ASX that construction activities in
	accordance with the Bankable Feasibility Study (as updated) have
	commenced at the Ngualla Project.
4,000,000

All performance rights issued to Mr Scrimshaw will have a term of 4 years, unless they lapse earlier in accordance with the rules of the Company's Employee Option Plan; Performance Rights Plan and/or Directors' Fee Plan.

There is no fixed term of engagement and Mr Scrimshaw will remain as Executive Chairman unless and until he resigns from his position or is otherwise removed as a director of the Company. There are no entitlements other than accrued remuneration on resignation or removal.

A summary of the material terms and conditions of the Executive Summary Agreement of Mr Davis (ESA) as the Chief Executive Officer (CEO) of the Company are set out below:

1. (Term): Mr Davis's appointment as CEO will continue until the ESA is validly terminated in accordance with its terms.

Peak Resources Limited Level 9 190 St Georges Terrace, Perth, Western Australia 6000. PO Box 7362 Cloisters Square, Perth 6850.

ASX: PEK ACN: 112 546 700 Telephone: [phone] [e-mail] www.peakresources.com.au