Westar Resources : Notice of General Meeting/Proxy Form

18 April 2022

Dear Shareholder

General Meeting 2022 - Notice of Meeting and Proxies

Notice is given that the General Meeting (Meeting) of Shareholders of Westar Resources Limited (ACN 635 895 082) (Company) will be held as follows:

Time and date: Location:

9:30am (AWST) on Wednesday, 18 May 2022 Level 1, 19 Ord Street, West Perth WA 6005

Notice of Meeting

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy.

Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded at the following link:www.westar.net.au

For those shareholders that have not elected to receive notices by email, a copy of your personalised Proxy Form is enclosed for your convenience. Please complete and return the attached Proxy Form to the Company's share registry, Automic Registry Services, using any of the following methods:

•	Online:	https://investor.automic.com.au/#/loginsah
•	By mail:	Automic, GPO Box 5193, Sydney NSW 2001
•	In-person:	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
•	By fax:	[phone]
•	By mobile:	Scan the QR Code on your Proxy Form and follow the prompts

In order for your proxy to be valid, your proxy form (and any power of attorney under which it is signed) must be received by the Proxy Cut-Off Time. Proxies received after this time will be invalid.

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Authorised for release by:

Ben Donovan

Company Secretary

WESTAR RESOURCES LTD

ACN 635 895 082

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company will be held at the offices of the

Company, at Level 1, 19 Ord Street, West Perth, Western Australia on

Wednesday, 18 May 2022 at 9.30 am (WST)

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING, THE COMPANY WILL PROVIDE

AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

This Notice of Extraordinary General Meeting (Notice) 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 advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on [phone].

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

Westar Resources Limited

ACN 635 895 082

Notice of Extraordinary General Meeting

Notice is hereby given that an extraordinary general meeting of Shareholders of Westar Resources Limited (Company) will be held at the offices of the Company at Level 1, 19 Ord Street, West Perth, Western Australia, on Wednesday, 18 May 2022 at 9.30 am (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the 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 Shareholders at 5.00pm (WST) on Monday, 16 May 2022.

Agenda

Resolution 1 - Ratification of prior Share issue under 2022 Placement (LR 7.1)

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 7.4 and for all other purposes, Shareholders ratify the issue of 575,001 Shares on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 2 - Ratification of prior Share issue under 2022 Placement (LR 7.1A)

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 7.4 and for all other purposes, Shareholders ratify the issue of 5,090,415 Shares on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 3 - Approval for issue of Shares under 2022 Placement tranche 2

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, approval is given for the Company to issue of up to 14,755,637 Shares on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 4 - Approval for issue of Options under 2022 Placement

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, approval is given for the Company to issue up to 6,807,018 Options with an exercise price of $0.14 and an expiry date three years from the date of issue on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 5A - Approval for issue of Shares to Director under 2022 Placement (LR 10.11) -

Mr Simon Eley

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 10.11 and Section 195 CA, and for all other purposes, approval is given for the Company to issue 315,789 Shares to Mr Simon Eley (or his nominees) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 5B - Approval for issue of Shares to Director under 2022 Placement (LR 10.11) -

Mr Nathan Cammerman

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 10.11 and Section 195 CA, and for all other purposes, approval is given for the Company to issue 210,526 Shares to Mr Nathan Cammerman (or his nominees) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 5C - Approval for issue of Shares to Director under 2022 Placement (LR 10.11) -

Mr Karl Jupp

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 10.11 and Section 195 CA, and for all other purposes, approval is given for the Company to issue 105,263 Shares to Mr Karl Jupp (or his nominees) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 6A - Approval for issue of Options to Director under 2022 Placement (LR 10.11) -

Mr Simon Eley

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 10.11 and Section 195 CA and for all other purposes, approval is given for the Company to issue 105,263 Options with an exercise price of $0.14 and an expiry date three years from the date of issue to Mr Simon Eley (or his nominees) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 6B - Approval for issue of Options to Director under 2022 Placement (LR 10.11) -

Mr Nathan Cammerman

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 10.11 and Section 195 CA and for all other purposes, approval is given for the Company to issue 70,175 Options with an exercise price of $0.14 and an expiry date three years from the date of issue to Mr Nathan Cammerman (or his nominees) on the terms and conditions set out in the Explanatory State."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 6C - Approval for issue of Options to Director under 2022 Placement (LR 10.11) -

Mr Karl Jupp

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 10.11 and Section 195 CA and for all other purposes, approval is given for the Company to issue 35,087 Options with an exercise price of $0.14 and an expiry date three years from the date of issue to Mr Nathan Cammerman (or his nominees) on the terms and conditions set out in the Explanatory State."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 7 - Approval for issue of Options to Fosters Stockbroking

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, approval is given for the Company to issue 2,000,000 Options with an exercise price of $0.14 and an expiry date three years from the date of issue to Fosters Stockbroking (or their nominees) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 8 - Approval for issue of Options to Discovery Capital Partners

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, approval is given 4