Matsa Resources : Notice of General Meeting/Proxy Form

Yours sincerely

Andrew Chapman Director/Company Secretary

Matsa Resources Limited ABN 48 106 732 487

Head Office: Suite 11/139 Newcastle Street, Perth, Western Australia 6000 Tel: [phone]

W: www.matsa.com.auE: [e-mail]

ABN 48 106 732 487

only31 January 2022 Dear Shareholder

GENERAL MEETING - NOTICE AND PROXY FORM

Matsa Resources Limited ACN 106 732 487 (ASX: MAT) (Matsa or the Company) confirms that a General Meeting to seek shareholder approval for the disposal of its Red October Gold Mine and Devon Gold Project (which form part of Matsa's Lake Carey Gold Project) pursuant to the sale and purchase agreement between Matsa and Linden

useGold Pty Ltd ACN 138 222 705 (LGL) (refer to ASX announcement dated 20 December 2021), is scheduled to be held at Suite 11, 139 Newcastle Street, Perth on 28 February 2022 at 10.00am (AWST) (Meeting).

The purpose of the Meeting is to seek shareholder approval pursuant to ASX Listing Rule 11.4 to dispose of the assets to LGL. Matsa intends, if appropriate and dependent on the final mix of cash and share consideration, to consider an in-speciedistribution at a later date, where shareholders would receive shares in LGL (at no cost) with the quantum and timing to be determined by Matsa (and subject to any necessary approvals, including Matsa

shareholder approval as required). Whilst it is being contemplated, an in-speciedistribution of some or all of any personalconsideration shares received by Matsa under the sale and purchase agreement cannot be finalised prior to

settlement of the sale and purchase, and cannot be part of this General Meeting.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting and accompanying Explanatory Memorandum (Notice) to eligible Matsa shareholders. Instead, a copy of the Notice is available on the Company's website located on the Investors page athttps://www.matsa.com.au/asx-announcements.

If you have any difficulties obtaining a copy of the Notice or proxy form, please contact Advanced Share Registry on [phone] (within Australia) or [phone] (outside Australia).

You may vote by attending the Meeting in person, by proxy or by appointing an authorised representative.

Details on how to lodge your proxy form can be found on the enclosed proxy form. If you have any questions about your proxy form, please contact the Company Secretary by telephone at [phone].

Proxy Forms must be received by no later than 10.00am (AWST) on 26 February 2022.

ForIf COVID-19social distancing restrictions change prior to the Meeting, the Company will advise via an ASX announcement as to any changes in the manner in which the Meeting will be held and as to whether shareholders will still be able to attend in person and participate in the usual way.

The Notice and proxy form are important documents and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

Fax: [phone]

For personal use only

MATSA RESOURCES LIMITED

ACN 106 732 487

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING

Monday, 28 February 2022

TIME OF MEETING

10.00am

PLACE OF MEETING

Suite 11

139 Newcastle Street

PERTH WA

This is an important document. Please read it carefully.

If you are unable to attend the General Meeting (Meeting), please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

With regards to the COVID-19 pandemic, the Company will adhere to any social distancing measures prescribed by government authorities at the Meeting, and Shareholders attending the Meeting will need to ensure they comply with the protocols. The Company is concerned for the safety and health of Shareholders, staff and advisers, so we will put in place necessary measures including any social distancing requirements.

The Resolution to be put to the Meeting will be decided by poll vote, as a combination of proxy votes lodged, together with any votes cast in person at the Meeting. Accordingly, Shareholders are

encouraged to lodge their votes online via the Company's Registry (www.advancedshare.com.au/investor-login)or via the proxy form to be supplied.

Any questions that Shareholders would like to put to the Meeting can also be emailed to the Company Secretary ([e-mail]) by 10.00am AWST 26 February 2022.

Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document.

For personal use only

Notice of General Meeting

Matsa Resources Limited

Notice is hereby given that a Meeting of Shareholders of Matsa Resources Limited ACN 106 732 487 (Company or Matsa) will be held at Suite 11, 139 Newcastle Street, Perth, Western Australia on Friday, 28 February 2022 at 10.00am AWST.

Agenda

Ordinary business

Resolution 1: Disposal of a major asset

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

"That, for the purposes of Listing Rule 11.4.1(b) and for all other purposes, approval is given for the sale of the Company's Red October and Devon gold projects, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the acquirer of the asset 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 holder in ordinary securities in the entity) or any associates of those persons.

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.

BY ORDER OF THE BOARD

Andrew Chapman

Company Secretary

Dated: 31 January 2022

For personal use only

Notice of General Meeting

Voting by proxy

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a Shareholder is entitled to cast two or more votes at the Meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the Shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a Shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under section 250D of the Corporations Act 2001 (Cth) (Corporations Act). The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the address listed below or as otherwise specified on the proxy form not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

BY MAIL	ONLINE
Advanced Share Registry Limited	Lodge your vote online at
110 Stirling Highway, Nedlands WA 6009; or	www.advancedshare.com.au/investor-login
PO Box 1156. Nedlands WA 6909	or scan the QR code on the proxy form
BY FAX
[phone]	BY EMAIL
	[e-mail]
IN PERSON
Advanced Share Registry Limited	ALL ENQUIRIES TO
110 Stirling Highway, Nedlands WA 6009	Telephone: [phone]

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Registry.

A proxy form is attached to this Notice.

Voting in person

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

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 10.00am AWST on 26 February 2022. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

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For personal use only

Notice of General Meeting

Joint	Where the holding is in more than one name, either holder may sign.
Holding:
Power of	To sign under Power of Attorney, please attach a certified photocopy of the Power of
Attorney:	Attorney to this form when you return it.
	Where the company has a Sole Director who is also the Sole Company Secretary, this form
	must be signed by that person. If the company (pursuant to section 204A of the
	Corporations Act) does not have a Company Secretary, a Sole Director can sign alone.
Companies:	Otherwise this form must be signed by a Director jointly with either another Director or a
	Company Secretary.
	Please indicate the office held by signing in the appropriate place.

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