Riedel Resources : Notice of Annual General Meeting/Proxy Form

For personal use only

RIEDEL RESOURCES LTD

ACN 143 042 022

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company will be held at the offices of the

Company, at Suite 5, 6 Richardson Street, West Perth, Western Australia on

8 April 2022 at 9:30AM (WST).

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

This Notice of Extraordinary General Meeting (Notice) should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary

by telephone on [phone].

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

For personal use only

Riedel Resources Limited

ACN 143 042 022

Notice of Extraordinary General Meeting

Notice is hereby given that an extraordinary general meeting of Shareholders of Riedel Resources Limited (Company) will be held [at the offices of the Company at Suite 5, 6 Richardson Street, West Perth, Western Australia on 8 April 2022 at 9:30AM (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

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 5:00pm (WST) on 6 April 2022.

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

Resolution 1 - Ratification of prior issue of Shares issued pursuant to the Placement

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

"That, pursuant to and in accordance with Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 71,000,000 Shares issued pursuant to the Placement under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum."

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

Resolution 2 - Approval to issue Shares to Flagstaff pursuant to the Placement

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

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 25,000,000 Shares to Flagstaff Minerals Limited (Flagstaff) (or its nominees) pursuant to the Placement on the terms and conditions set out in the Explanatory Memorandum."

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

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Resolution 3 - Approval to issue Shares to Directors pursuant to the Placement

To consider and, if thought fit, to pass, with or without amendment, each of the following as a separate, ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of:

1. 4,000,000 Shares to Mr Scott Cuomo (or his nominees);
2. 3,000,000 Shares to Mr Michael Bohm (or his nominees); and
3. 2,000,000 Shares to Grant Mooney (or his nominees),

pursuant to the Placement, on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement applies to each of these Resolutions. Please see below.

Voting Exclusions

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions by the following persons:

For personal

Resolution 1 - Ratification of prior issue of Shares issued pursuant to the Placement

Resolution 2 - Approval to issue Shares to Flagstaff pursuant to the Placement

Resolution 3(a) - Approval to issue Shares to Directors pursuant to the Placement - Mr Scott Cuomo

Resolution 3(b) - Approval to issue Shares to Directors pursuant to the Placement - Mr Michael Bohm

Resolution 3(c) - Approval to issue Shares to Directors pursuant to the Placement - Mr Grant Mooney

By or on behalf of the Placement Participants or any of their respective associates.

By or on behalf of Flagstaff (and its nominees), and 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 in the entity), or an associate of that person or those persons.

By or on behalf of Mr Scott Cuomo (and his nominees), and 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 in the entity), or an associate of that person or those persons.

By or on behalf of Mr Michael Bohm (and his nominees), and 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 in the entity), or an associate of that person or those persons.

By or on behalf of Mr Grant Mooney (and his nominees), and 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 in the entity), or an associate of that person or those persons.

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For personal use only

The above voting exclusions do not apply to a vote cast in favour of the relevant 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

Michael Bohm

Chairman

Riedel Resources Limited

Dated: 7 March 2022

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For personal use only

Riedel Resources Limited

ACN 143 042 022

(Company)

Explanatory Memorandum

1. Introduction

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

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted

The Explanatory Memorandum includes information about the following to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1	- Ratification of prior issue of Shares issued pursuant to the Placement
Section 4	Resolution 2	- Approval to issue Shares to Flagstaff pursuant to the Placement
Section 5	Resolutions 3(a) to 3(c) (inclusive) - Approval to issue Shares to Directors pursuant to
	the Placement
Schedule 1	Definitions

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID- 19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

If the situation in relation to COVID-19 were to change in a way that affects the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

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