Prospect Resources : Notice of Extraordinary General Meeting/Proxy Form

ASX.PSC FRA.5E8

ASX ANNOUNCEMENT

25 January 2022

For personal use only

Letter to Shareholders and Proxy Form in relation to

Extraordinary General Meeting

Prospect Resources Limited (ASX: PSC, FRA:5E8) (Prospect or the Company) is pleased to enclose the following documents in relation to its upcoming Extraordinary General Meeting:

• Letter to Shareholders;
• Notice of Extraordinary General Meeting; and
• Proxy Form.

Authorised for release by the Board of Directors.

For further information, please contact:

Sam Hosack	Nicholas Rathjen
Managing Director	Head of Corporate Development
[e-mail]	[e-mail]

Prospect Resources Limited ACN 124 354 329 Level 2, 33 Richardson Street. West Perth WA 6005 E: [e-mail] W: prospectresources.com.au

ASX.PSC FRA.5E8

For personal use only

25 January 2022

Dear Shareholder,

Extraordinary General Meeting - Letter to Shareholders

Prospect Resources Limited (ASX: PSC) ("Prospect Resources Limited" or the "Company")

advises that an Extraordinary General Meeting ("EGM") of Shareholders will be held at 10.00AM AWST on 25 February 2022 at Level 2, 40 Kings Park Road, West Perth 6005.

In accordance with the Treasury Laws Amendment (2021 Measures No.1) Act 2021 which came into force on 14 August 2021, the Company will not be dispatching physical copies of the Notice of Meeting ("Notice") to Shareholders. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online from the Company's website at:https://www.prospectresources.com.au/announcements.

Given the uncertainty surrounding the COVID-19 pandemic, by the time this letter is received by Shareholders, circumstances may have changed but the Notice is given based on circumstances as at the date of this letter. Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company's website at https://www.prospectresources.com.au/announcements.

Shareholders are urged to monitor the ASX announcements platform and the Company's website.

Your vote is important

The business of the EGM affects your shareholding, and your vote is important. To vote in person, attend the EGM on the date and at the place set out above. To vote by proxy please use one of the following methods:

Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsahby following the instructions: Log into the Automic website using the holding details as shown on the Proxy Form. Click on 'View Meetings' - 'Vote'. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

By post Completing the enclosed Proxy Form and posting it to:

Automic, GPO Box 5193, Sydney NSW 2001

By hand Completing the enclosed Proxy Form and delivering it by hand to:

Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Prospect Resources Limited ACN 124 354 329 Level 2, 33 Richardson Street. West Perth WA 6005 E: [e-mail] W: prospectresources.com.au

For personal use only

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of the resolution, where permitted.

Yours Faithfully,

Sam Hosack

Managing Director

Page 2 of 2

For personal use only

PROSPECT RESOURCES LIMITED

ACN 124 354 329

Notice of Extraordinary General Meeting

Explanatory Memorandum

& Proxy Form

FOR THE PROPOSED SALE OF THE COMPANY'S INTERST IN THE ARCADIA LITHIUM PROJECT FOR APPROXIMATELY US$377.8 MILLION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE RESOLUTION TO BE CONSIDERED AT THE EGM

Time of the meeting:	10.00am (Perth time)
Date of the meeting:	Friday, 25 February 2022
Place of the meeting:	Level 2, 40 Kings Park Road, West Perth, Western Australia 6005

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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone].

Prospect Resources | Extraordinary General Meeting - Notice of Meeting and Explanatory Memorandum

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For personal use only

Contents

Letter from Chairman	3
Notice of Extraordinary General Meeting	5
Explanatory Memorandum	7
Glossary	19
Proxy Form	21

Important Information for Shareholders about the EGM

Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice of Meeting is received by Shareholders, circumstances may have changed, however, this Notice of Meeting is given based on circumstances as at 25 January 2022.

Accordingly, should circumstances change, the Company will make an announcement on the ASX

market announcements platform and on the Company's website at https://www.prospectresources.com.au/announcements. Shareholders are urged to monitor the ASX announcements platform and the Company's website.

Date, time and place

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (Perth time) on Friday, 25 February 2022 at Level 2, 40 Kings Park Road, West Perth, Western Australia 6005.

Your vote is important

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

Voting in person

To vote in person, attend the Extraordinary General Meeting on the date and at the time and place set out above.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on 'View Meetings' - 'Vote'. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtualagms/

By post Automic, GPO Box 5193, Sydney NSW 2001

By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy Form must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

Prospect Resources | Extraordinary General Meeting - Notice of Meeting and Explanatory Statement

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