CuFe : Notice of General Meeting - 24 July 2023

CUFE LIMITED

ACN 112 731 638

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	9:00am (WST)
DATE:	24	July 2023
PLACE:	32	Harrogate Street, West Leederville, WA 6007

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared for the purposes of section 611 (Item 7) of the Corporations Act and Listing Rule 10.1. The Independent Expert's Report comments on the fairness and reasonableness of the transaction the subject of Resolution 1 to the non- associated Shareholders. The Independent Expert has determined the transaction the subject of Resolution 1 is NOT FAIR BUT REASONABLE to the non-associated Shareholders.

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

This Notice 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 4:00pm (WST) on 22 July 2023.

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

AGENDA

1. RESOLUTION 1 - APPROVAL OF GVIO ACQUISITION AND ISSUE GVIO CONSIDERATION SHARES

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

"That, for the purposes of section 611 (Item 7) of the Corporations Act, Listing Rule 10.1 and for all other purposes, approval is given for the Company to acquire the GVIO Joint Venture Interest and to issue 150,000,000 Shares (GVIO Consideration Shares) to GVIO (or its nominee) in consideration for the acquisition on the terms and conditions set out in the Explanatory Statement, which will result in the Gold Valley Group's voting power in the Company increasing from 19.55% to 30.36%."

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

Independent Expert's Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval required under section 611 (Item 7) of the Corporations Act and Listing Rule 10.1. The Independent Expert's Report opines on the fairness and reasonableness of the transactions the subject of this Resolution to the non-associated Shareholders.

The opinion of the Independent Expert is that the issue of the GVIO Consideration Shares and the resulting increase in the voting power of the Gold Valley Group in the Company is NOT FAIR BUT REASONABLEto the non-associated Shareholders.

Dated: 20 June 2023

By order of the Board

Ms Catherine Grant-Edwards

Company Secretary

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Voting Prohibition Statement

Resolution 1 - Approval

of GVIO Acquisition and issue GVIO Consideration Shares

No votes may be cast in favour of this Resolution by:

1. the person proposing to make the acquisition and their associates; or
2. the persons (if any) from whom the acquisition is to be made and their associates.

Accordingly, the Company will disregard any votes cast on thisResolution by or on behalf of the Gold Valley Group.

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 the following persons:

Resolution 1 -

Approval of GVIO Acquisition and issue

GVIO Consideration

Shares

The Company will disregard any votes cast in favour of the Resolution by or on behalf of the Gold Valley Group and any other person who will obtain a material benefit as a result of the Resolution being passed, except a benefit solely by reason of being the holder of Shares in theCompany.

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

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.

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy and return by the time and in accordance with the instructions set out on the Proxy.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the
  Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

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

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E XP L A N A TO R Y S TA TE M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution.

1. BACKGROUND TO THE GOLD VALLEY TRANSACTIONS

1. General background
   CuFe Ltd (ACN 112 731 638) (CUF or the Company) is an Australian mining and mineral exploration company which through its subsidiaries holds, or has rights or interests in, various tenements prospective for copper, iron ore, gold and base metals located in Western Australia and the Northern Territory. The Company's main focus is its iron ore assets in Western Australia (the JWD Project) and the Northern Territory (the Yarram Project), and the Tennant Creek Copper Project in the Northern Territory.
   On 22 February 2023, the Company announced that it had entered into a binding agreement (Gold Valley Agreement) with various entities associated with the Company's major Shareholder, XIE Corporation Pty Ltd (XIE Corporation) (collectively referred to as the Gold Valley Group), to restructure the Company and the Gold Valley Group's current mining and exploration operations and the various rights and obligations that exist between the parties with respect to the JWD Joint Venture, the Tennant Creek Joint Venture and the Yarram Joint Venture as detailed in Sections 1.2 to 1.4 below. As announced by the Company on 11 May 2023, the parties subsequently agreed to vary the cash consideration payable under the terms of the Gold Valley Agreement, as detailed in Section 1.2 below.
   Completion under the Gold Valley Agreement is conditional on (among other things) the Company obtaining all necessary regulatory and Shareholder approvals to give effect the transactions contemplated, including the Company obtaining Shareholder approval pursuant to Listing Rule 10.1 and Item 7 of section 611 of the Corporations Act for the issue of 150,000,000 Shares (GVIO Consideration Shares) to Gold Valley Iron Ore Pty Ltd (GVIO) in consideration for the acquisition of GVIO's 40% joint venture interest (GVIO Joint Venture Interest) in the JWD Joint Venture (the GVIO Acquisition).
   A summary of the material terms of the Gold Valley Agreement (as varied) is set out below at Section 1.5.
2. GVIO Acquisition
   Under the terms of the Gold Valley Agreement (as varied), GVIO has agreed to assign the GVIO Joint Venture Interest to the Company's wholly owned subsidiary Wiluna Fe Pty Ltd (Wiluna Fe). Consideration for the GVIO Acquisition includes:
3. 1. the issue of the GVIO Consideration Shares to GVIO (or its nominee); and
   2. the refund of historical joint venture cash contributions made by GVIO under the JWD Joint Venture of approximately $1.32 million (being the total cash contributions as of 31 December 2022) which will be adjusted by adding the cash paid by GVIO ($390,000 at the date of this Notice), offset by any amounts paid to GVIO under the JWD Joint Venture from the period of 1 January 2023 until the date of completion under the Gold Valley Agreement (Cash Consideration). The Company notes that, other than the additional $390,000 contributed by GVIO to date, it does not

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