Pacific Bauxite : Notice of 2021 Annual General Meeting/Proxy Form

For personal use only

PACIFIC BAUXITE LIMITED

(TO BE RENAMED TO JULIMAR MINERALS LTD) (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN 112 914 459

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	9:00 am WST
DATE:	31 January 2022
PLACE:	25 Colin Street
	West Perth, Western Australia 6005

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

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.

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 4:00 pm WST on 29 January 2022.

For personal use only

B US I N E S S O F T HE M E E TI N G

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR PETER LEWIS

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

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Peter Lewis, a Director, retires by rotation, and being eligible, is re-elected as a Director."

3. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR JOHN TRAICOS

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

1

For personal use only

"That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr John Traicos, a Director who was appointed as an additional director on 6 September 2021, retires, and being eligible, is elected as a Director."

4. RESOLUTION 4 - RE-ELECTION OF DIRECTOR - MR PETER MICHAEL

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

"That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Peter Michael, a Director who was appointed as an additional director on 6 September 2021, retires, and being eligible, is elected as a Director."

5. RESOLUTION 5 - APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

6. RESOLUTION 6 - CONSOLIDATION OF CAPITAL

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

"That, subject to the passing of all Recapitalisation Resolutions, pursuant to section 254H of the Corporations Act and for all other purposes, Shareholders approve the Company to consolidate the issued capital of the Company on the basis that every fifty (50) Shares be consolidated into one

1. Share on the terms and conditions set out in the Explanatory Statement."

7. RESOLUTION 7 - CHANGE TO SCALE OF ACTIVITIES

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

"That, subject to the passing of all Recapitalisation Resolutions, for the purposes of ASX Listing Rule 11.1.2 and for all other purposes, Shareholders approve the significant change to the scale of the Company's activities resulting from the divestment of Iron Mountain Bauxite Pty Ltd and the acquisition of the PGE Projects on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the counterparties to the Proposed Divestment and Proposed Acquisitions, of itself and any other person who will obtain a material benefit as a result of the transactions (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person (or those persons).

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

2

For personal use only

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 directions given by the beneficiary to the holder to vote in that way.

8. RESOLUTION 8 - APPROVAL TO ISSUE SHARES TO THE VENDORS

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

"That, subject to the passing of all Recapitalisation Resolutions, for the purposes of ASX Listing Rule 7.1 and section 611 (item 7) of the Corporations Act and for all other purposes, Shareholders approve the issue of 3,000,000 Shares (on a post-Consolidation basis) to the Vendors (and/or their nominee/s) as part of the consideration for the acquisition of the PGE Projects on the terms and conditions set out in the Explanatory Statement."

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by BDO for the purpose of seeking Shareholder approval required under section 611 (item 7) of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the transaction to the non-associated Shareholders and concludes that the transaction is fair and reasonable.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Vendors (and/ or their nominee/s), or any other person who might obtain a benefit as a result of the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this 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 directions given by the beneficiary to the holder to vote in that way.

3

For personal use only

9. RESOLUTION 9 - APPROVAL OF ISSUE OF PROPONENT SECURITIES

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

"That, subject to the passing of all Recapitalisation Resolutions, for the purposes of ASX Listing Rule 7.1 and section 611 (item 7) of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 32,440,000 Shares and 32,440,000 New Options (both on a post- Consolidation basis) to Oceanic (and/or its nominee/s) on the terms and conditions of the Deed of Company Arrangement as set out in the Explanatory Statement."

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by BDO for the purpose of seeking Shareholder approval required under section 611 (item 7) of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the transaction to the non-associated Shareholders and concludes that the transaction is fair and reasonable.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by Oceanic (and/or its nominee/s), or any other person 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) if this Resolution is passed, or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this 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 directions given by the beneficiary to the holder to vote in that way.

10. RESOLUTION 10 - APPROVAL TO ISSUE SHARES TO PETER LEWIS IN LIEU OF DIRECTOR'S

FEES

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

"That, subject to the passing of all Recapitalisation Resolutions, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 300,000 Shares (on a post-Consolidation basis) to Peter Lewis (and/or his nominee/s) in lieu of director's fees on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by Peter Lewis (and/or his nominee/s) 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) or an associate of that person (or those persons).

4