Arcadia Minerals : Notice of Annual General Meeting/Proxy Form

For personal use only

Arcadia Minerals Limited

Guernsey Registration: 68211

ARBN: 646 114 749

Notice of Annual General Meeting and

Explanatory Memorandum

Date of Meeting

Tuesday 5 April 2022

Time of Meeting

2:00pm (Western Standard Time (WST))

Place of Meeting

108 Outram Street, West Perth WA 6005

A Proxy Form is enclosed

Please read this Notice of Annual General Meeting and Explanatory Memorandum carefully.

Please complete the Proxy Form or voting instruction enclosed and return it in accordance with the instructions set out on that form.

For personal use only

Arcadia Minerals Limited

ARBN: 646 114 749

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

The First Annual General Meeting of the Members of Arcadia Minerals Limited (incorporated with limited liability in Guernsey with registration number 68211) (the Company) will commence at 2:00pm (Western Standard Time) on 5 April 2022 at 108 Outram Street, West Perth, 6005, Western Australia.

The Directors have set the date to determine the identity of those entitled to attend, speak and vote at the Meeting. The date is 3 April 2022 at 2:00pm (Western Standard Time).

How you will be able to vote depends if you are a shareholder or a Chess Depositary Interest (CDI) holder. The majority of voters will be CDI holders. Both methods are listed below.

CHESS DEPOSITARY INTERESTS

CDI Holders are invited to attend and speak at the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the Voting Instruction Form (as attached to this Notice of Annual General Meeting) as per the information below so that CHESS Depositary Nominees Pty Ltd (CDN) can vote the underlying Shares on their behalf.

SHAREHOLDERS

Ordinary Shareholders may vote by attending the Meeting in person, by proxy or by authorised representative. Shareholders of the Company, entitled to attend, speak and vote are entitled to appoint one or more proxies to attend, speak and vote at this Meeting. The completion and return of a valid form of proxy will not prevent holders of ordinary Shares from attending, speaking and voting in person at the Meeting if so desired. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

VOTING IN PERSON

To vote in person you need to attend the Meeting on the date and at the place set out above.

ATTENDANCE AT MEETINGS

All holders of Shares appearing in the Company's Register of Shareholders at 3 April 2022 at 2:00pm Western Standard Time will be entitled to attend and vote at the Meeting. Given the current COVID-19 pandemic, voters are urged to vote by completing and returning the Voting Instruction Form.

PROXY FORM AND CDI VOTING INSTRUCTION FORM

To be effective, the Proxy or Voting Instruction Form must be received by the Company no later than 2:00pm Western Standard Time on 3 April 2022. You should submit your Proxy Form or Voting Instruction Form in accordance with the instructions on that form.

Your Proxy Form or Voting Instruction Form is enclosed with this Notice, depending on your holder status.

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ARCADIA MINERALS LIMITED | NOTICE OF ANNUAL GENERAL MEETING

For personal use only

Arcadia Minerals Limited

ARBN: 646 114 749

NOTICE IS HEREBY GIVEN that the first annual general meeting (the AGM) of the members of the Company will be held at the offices of 108 Outram Street, West Perth, 6005, Western Australia on 5 April 2022 at 2:00pm, (AWST) for the purposes of transacting the business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice.

AGENDA

Words and expressions defined in the Articles shall, save where the context otherwise requires, bear the same meanings in the following resolutions:

RESOLUTION 1 - RECEIVE AND CONSIDER THE ANNUAL FINANCIAL STATEMENTS, THE DIRECTORS' REPORT AND THE REPORT OF THE INDEPENDENT AUDITORS

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

ordinary resolution:

"That the annual financial statements (including a profit and loss account and a balance sheet), the directors report and the report of the independent auditors for the year ended 30 June 2021 be received and considered."

RESOLUTION 2 - APPOINTMENT OF RSM AUSTRALIA PARTNERS AS INDEPENDENT AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING

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

ordinary resolution:

"That RSM Australia Partners be appointed as independent auditors of the Company from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company"

RESOLUTION 3 - APPROVE THE AUDIT FEE OF $25,000 FOR THE YEAR ENDED 30 JUNE 2021

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

ordinary resolution:

"That the audit fees of $25,000 for the year ended 30 June 2021 be approved."

RESOLUTION 4 - RE-ELECTION OF DIRECTOR MICHAEL DAVY

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

ordinary resolution:

'That Michael Davy, who retires by rotation in accordance with Article 23.7 of the Articles of Incorporation, Listing Rule 14.5 and for all other purposes, and, being eligible and offering himself for re-election, is reelected as a Director on the terms and conditions in the Explanatory Memorandum.'

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ARCADIA MINERALS LIMITED | NOTICE OF ANNUAL GENERAL MEETING

For personal use only

Arcadia Minerals Limited

ARBN: 646 114 749

RESOLUTION 5 - RE-ELECTION OF DIRECTOR ANDREW LAW

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

ordinary resolution:

"That, for the purposes of Articles 23.5 of the Articles of Incorporation and for all other purposes,

Mr Andrew Law, a Director who was appointed to fill a casual vacancy on 24 September 2021, retires, and being eligible, is re-elected as a Director of the Company on the terms and conditions in the Explanatory Memorandum.'

RESOLUTION 6 - RE-ELECTION OF DIRECTOR JOHAN LE ROUX

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

ordinary resolution:

'That Johan Le Roux, who retires by rotation in accordance with Article 23.7 of the Articles of Incorporation, Listing Rule 14.5 and for all other purposes, and, being eligible and offering himself for re- election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'

RESOLUTION 7 - APPROVAL OF 7.1A MANDATE

To consider and if thought fit, to pass, with or without amendment, the following resolution as a special

resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders

approve the issue of the number of Equity Securities equal to up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2

and on the terms and conditions in the Explanatory Memorandum."

RESOLUTION 8: CHANGE TO NATURE AND SCALE OF ACTIVITIES - PROPOSED ACQUISITION

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

"That, for the purpose of Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the scale of its activities resulting from completion of the Proposed Acquisition, as described in the Explanatory Statement."

Voting exclusion statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of a counterparty to the transaction that, of itself or together with one or more transactions, will result in a significant change to the nature and scale of the entity's activities and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a Shareholder), or an associate of that person or those persons.

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

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ARCADIA MINERALS LIMITED | NOTICE OF ANNUAL GENERAL MEETING

For personal use only

Arcadia Minerals Limited

ARBN: 646 114 749

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair 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.

Dated: 3 March 2022

By Order of the Board

Kyla Garic

Local Agent

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ARCADIA MINERALS LIMITED | NOTICE OF ANNUAL GENERAL MEETING