Greenwing Resources : Notice of General Meeting/Proxy Form

ACN 109 933 995

For personal use only

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Greenwing Resources Ltd ('Greenwing Resources' or the 'Company') will be held as follows:

TIME:	10.00am (AEST)
DATE:	28 June 2022
LOCATION:	Level 21, 110 Mary Street, Brisbane QLD 4000

Words and phrases used in the Resolutions are defined in Section 9 of the accompanying Explanatory Statement and these words and phrases have the same meaning in this Notice of General Meeting as defined in the Explanatory Statement.

AGENDA

ORDINARY BUSINESS

Resolution 1 - Issue of Shares for the Acquisition of Andes Litio SA

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 2,000,000 Shares on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 2 - Ratification of Previous Share Issue - Convertible Note Interest

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 888,241 Shares on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 3 - Approval for the Issue of Shares to a Related Party - Mr Rick Anthon

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 10,352 Shares to director, Mr Rick Anthon or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

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Resolution 4 - Approval for the Issue of Shares to a Related Party - Mr Peter Wright

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

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"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 5,176 Shares to director, Mr Peter Wright or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 5 - Approval for the Issue of Shares to a Related Party - Mr Jeffrey Marvin

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 2,070 Shares to director, Mr Jeffrey Marvin or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 6 - Approval for the Issue of Options to a Related Party - Mr Rick Anthon

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 750,000 New Incentive Options to director, Mr Rick Anthon or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 7 - Approval for the Issue of Options to a Related Party - Mr Peter Wright

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 750,000 New Incentive Options to director, Mr Peter Wright or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 8 - Approval for the Issue of Options to a Related Party - Mr Jeffrey Marvin

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 350,000 New Incentive Options to director, Mr Jeffrey Marvin or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

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Resolution 9 - Approval for the Issue of Options to a Related Party - Mr James Brown

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

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"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 350,000 New Incentive Options to director, Mr James Brown or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 10 - Approval for the Issue of Options to Employees

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 1,450,000 New Incentive Options to employees, on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 11 - Approval for the Transfer of Options to a Related Party - Mr Rick Anthon

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the transfer of 200,000 Existing Incentive Options to director, Mr Rick Anthon or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

Resolution 12 - Approval for the Transfer of Options to a Related Party - Mr Peter Wright

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution:

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the transfer of 200,000 Existing Incentive Options to director, Mr Peter Wright or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting."

A voting exclusion statement is set out below.

VOTING PROHIBITIONS AND EXCLUSION STATEMENTS

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the following Resolutions by or on behalf of the following persons excluded from voting, or an associate of those persons:

Resolution

Persons excluded from voting

Resolution 1 - Issue of shares for the acquisition of Andes Litio SA

The vendors of Blackearth SA or their nominees or a person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of Shares).

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Resolution	Persons excluded from voting
Resolution 2 - Ratification of	Persons who participated in the issue or will obtain a material benefit as
share issue for interest payment
a result of the issue.
on Convertible Notes
Resolution 3 - Approval for the	Rick Anthon or nominee(s) or any other person who will obtain a material
issue of shares to related party	benefit as a result of the issue of Shares (except a benefit solely by reason
	of being a holder of shares).
Resolution 4 - Approval for the	Peter Wright or nominee(s) or any other person who will obtain a material
issue of shares to related party	benefit as a result of the issue of Shares (except a benefit solely by reason
	of being a holder of shares).
Resolution 5 - Approval for the	Jeffrey Marvin or nominee(s) or any other person who will obtain a
issue of shares to related party	material benefit as a result of the issue of Shares (except a benefit solely
	by reason of being a holder of shares).
Resolution 6 - Approval for the	Rick Anthon or nominee(s) or any other person who will obtain a material
issue of options to related party	benefit as a result of the issue of Options (except a benefit solely by
	reason of being a holder of shares).
Resolution 7 - Approval for the	Peter Wright or nominee(s) or any other person who will obtain a material
issue of options to related party	benefit as a result of the issue of Options (except a benefit solely by
	reason of being a holder of shares).
Resolution 8 - Approval for the	Jeffrey Marvin or nominee(s) or any other person who will obtain a
issue of options to related party	material benefit as a result of the issue of Options (except a benefit solely
	by reason of being a holder of shares).
Resolution 9 - Approval for the	James Brown or nominee(s). or any other person who will obtain a
issue of options to related party	material benefit as a result of the issue of Options (except a benefit solely
	by reason of being a holder of shares).
Resolution 10 - Approval for the	All employees of the Company or any other person who will obtain a
issue of options to employees	material benefit as a result of the issue of Options (except a benefit solely
	by reason of being a holder of shares).
Resolution 11 - Approval for the	Rick Anthon or nominee(s) or any other person who will obtain a material
transfer of options to related	benefit as a result of the transfer of Options (except a benefit solely by
party	reason of being a holder of shares).
Resolution 12 - Approval for the	Peter Wright or nominee(s) or any other person who will obtain a material
transfer of options to related	benefit as a result of the transfer of Options (except a benefit solely by
party	reason of being a holder of shares).

However, this does not apply to a vote cast in favour of a 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 General Meeting as proxy or attorney for the 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 is acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. • 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
   • 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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EXPLANATORY STATEMENT

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of General Meeting for further explanation of the Resolutions.

IN ACCORDANCE WITH CURRENT GOVERNMENT INSTRUCTIONS IN RESPECT OF THE EVOLVING SITUATION REGARDING COVID-19 AND THE CHANGING RESTRICTIONS ON SOCIAL CONTACT, PUBLIC GATHERINGS AND NON-ESSENTIAL TRAVEL, WE REQUEST THAT YOU DO NOT PHYSICALLY ATTEND THE GENERAL MEETING AND INSTEAD YOU SHOULD RETURN YOUR PROXY FORM OR APPOINT YOUR PROXY ELECTRONICALLY (AS THE CASE MAY BE) BY THE RELEVANT TIME.

AT THE TIME OF PUBLICATION OF THIS DOCUMENT, IT IS UNCLEAR WHAT RESTRICTIONS WILL BE IN PLACE REGARDING PUBLIC GATHERINGS AT THE TIME OF THE MEETING AND IN ORDER TO COMPLY WITH POTENTIAL GOVERNMENT PUBLIC HEALTH INSTRUCTIONS, IT MAY BE THAT GATHERINGS OF INDIVIDUALS ARE RESTRICTED IN NUMBER AND ACCORDINGLY ANY SHAREHOLDER OR PROXY THAT ATTEMPTS TO PHYSICALLY ATTEND THE AGM MAY BE REFUSED ADMISSION.

PROXIES

We encourage you to complete and return the enclosed Proxy Form. In accordance with section

249L of the Corporations Act, Shareholders are advised that:

• a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
• a proxy need not be a member of the Company; and
• a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVES

A body corporate that is a shareholder, or which has been appointed as proxy, may appoint an individual to act as its representative at the General Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the General Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

DATE FOR DETERMINING HOLDERS OF SHARES

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date to determine the identity of those entitled to attend and vote at the General Meeting. For the purposes of determining voting entitlements at the General Meeting, Shares will be taken to be held by the persons who are registered as holding at 7:00 pm (AEST) on 26 June 2021 Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Dated this 26 May 2022

By order of the Board

_____________

Angus Craig

Company Secretary

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