Alara Resources : Notice of Annual General Meeting

only	Notice of
Annual General Meeting
		and
		Explanatory Statement
		To Shareholders
	Date and Time of Meeting:	1:00 PM (Australian Western Standard Time or Perth time)
		on Monday, 20 December 2021
	Place of Meeting:	The Offices of Fortuna Advisory Group
use	Suite 1.02, 110 Erindale Road
Balcatta, Western Australia
personalFor
	PURPOSE OF THIS DOCUMENT
	This Notice of Annual General Meeting and Explanatory Statement has been prepared for the purpose of providing Shareholders with all information known to the Company that
	is material to Shareholders' decision on how to vote on the proposed Resolutions at the Annual General Meeting. Shareholders should read this Notice of Annual General Meeting
	nd Explanatory Statement in full to make an informed decision regarding the Resolutions to be considered at this Annual General Meeting.
	The Chairman of the Annual General Meeting will vote open proxies received in favour of all Resolutions to be considered at the Annual General Meeting, except where not
	permitted to do so by a voting exclusion.
	This Notice of Annual General Meeting and Explanatory Statement is dated 19 November 2021.
	ASX and ASIC
	A copy of this Notice of Meeting and Explanatory Statement has been lodged with ASX. Neither ASX nor any of its officers take any responsibility for the contents of this document.
	There is no requirement to lodge a copy of this Notice of Meeting an Intricate statement at ASIC
	ENQUIRIES
	If you have any questions regarding the matters set out in this Notice of Annual General Meeting and Explanatory Statement, please contact the Company or your professional
	advisers.
		Alara Resources Limited
		ABN 27 122 892 719
	PRINCIPAL & REGISTERED OFFICE:	SHARE REGISTRY:
	Suite 1.02, 110 Erindale Road	Advanced Share Registry Services
	Balcatta, Western Australia 6021	10 Stirling Hwy
	T | [phone]	Nedlands WA 6009
	F | [phone]	T | [phone], Local Call Rate: 1300 113 25 (within
	E | [e-mail]	Australia)
	W | www.alararesources.com	T | [phone] (International)
		E | [e-mail]
		W | www.advancedshare.com.au

Notice of Meeting	Alara Resources Limited
	ABN 27 122 892 719

Notice of Annual General Meeting

The Annual General Meeting of Shareholders of Alara Resources Limited ABN. 27 122 892 719 (Alara or the Company) will be held at

Fortuna Advisory Group, Suite 1.02, 110 Erindale Road, Balcatta, Western Australia at 1:00 pm (Perth time) on Monday, 20 December 2021.

Agenda

1.	2021 Annual Report
only	To consider and receive the 2021 Directors' Report, Financial Statements and Audit Report of the Company.
	The 2021 Full Year Financial Report and Directors' Report (2021 Full Year Report) will be sent to shareholders who elected to receive
	a printed version, within the Company's 2021 Annual Report. Otherwise, electronic versions of the 2021 Annual Report may be viewed
	and downloaded from the Company's website: www.alararesources.com.
2.	Resolution 1 - Adoption of 2021 Remuneration Report
	To consider and, if thought fit, to pass the following Resolution as an advisory, non-binding resolution:
use	"That the Remuneration Report as detailed in the Directors' Report for the financial year ended 30 June 2021 be adopted."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to
	read the Explanatory Statement for further details on the consequences of voting on this Resolution.
	A Voting Exclusion applies to this Resolution, on the terms specified in the Explanatory Statement.
3.	Resolution 2 - Issue of Options to Managing Director
	To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:
personal	"For the purposes of ASX Listing Rules 7.1 and 10.11 and all other purposes, Shareholders approve the Company issuing 7.5 million
options to Managing Director Atmavireshwar Sthapak as part of his remuneration as Managing Director, on the terms in the Explanatory
Statement.
	A Voting Exclusion applies to this Resolution, on the terms specified in the Explanatory Statement.
4.	Resolution 3 - Re-Election of Sanjeev Kumar as a Director
	To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:
	"That Sanjeev Kumar being eligible, be re-elected as a Director of the Company."
5.	Resolution 4 - Approve a 10% Share Placement Facility
	To consider, and if thought fit, pass the following Resolution as a special resolution:
	"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling
	up to 10% of the number of ordinary Shares on issue by way of placements over a 12-month period, calculated in accordance with the
	formula prescribed in Listing Rule 7.1A.2; and otherwise on the terms and conditions set out in the Explanatory Statement
	accompanying this Notice of Meeting."
6.	Resolution 5 - Ratify the Prior Issue of 35,271,462 Sares to Al Tasnim Infrastructure LLC
	To consider, and if thought fit, pass the following Resolution as an ordinary resolution:
For	"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify (approve) the prior issue of 35,271,462
fully paid, ordinary shares in the capital of the Company to Al Tasnim Infrastructure LLC, which was made on 2 March 2021 at an issue

price of $0.027 per Share pursuant to an offer exempt from disclosure under section 708 of the Corporations Act 2001 (Cth), on the terms and conditions set out in the Explanatory Statement accompanying this Notice".

A Voting Exclusion applies to this Resolution, on the terms specified in the Explanatory Statement.

Dated: 19 November 2021

By Order of the Board

Stephen Gethin

Chairman

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the appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel of the Company's consolidated entity.

the person is the Chairman of the meeting at which the resolution is voted on; and

the appointment does not specify the way the proxy is to vote on the resolution.

o a closely related party of a person referred to above; and

o a member of the Key Management Personnel of the Company's consolidated entity; or

the person is either:

Resolution 1 (Advisory, Non-Binding)- Adoption of 2021 Remuneration Report

Explanatory Statement	Alara Resources Limited
	ABN 27 122 892 719

Explanatory Statement

This Explanatory Statement is provided to the Shareholders of Alara Resources Limited (Alara or the Company) pursuant to and in satisfaction of the Corporations Act (Cth) 2001 (Corporations Act) and the Listing Rules of the Australian Securities Exchange (ASX). This Explanatory Statement is intended to be read in conjunction with the Notice of Annual General Meeting (AGM).

1. 2021 Full-Year Report

onlySection 317 of the Corporations Act requires the Directors of the Company to lay before the AGM the Directors' Report, Financial Report and the Auditor's Report for the last financial year that ended before the AGM. These reports are contained within the Company's 2021 Financial and Directors' Report (2021 Full Year Report) and also within its 2021 Annual Report.

A copy of the 2021 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2021 Full Year Report and 2021 Annual Report may be viewed and downloaded from the Company's website: www.alararesources.com or the ASX website (www.asx.com.au) under ASX Code: AUQ or emailed to shareholders upon request to [e-mail].

Shareholders will be provided with a reasonable opportunity as a whole to ask questions or make statements in relation to these reports and on the business and operations of the Company but no resolution to adopt the Reports will be put to shareholders at the AGM.

2.

This Resolution seeks Shareholders' approval to adopt the 30 June 2021 Remuneration Report as disclosed in the Company's 2021 Annual Report use(please see above for information on accessing the report).

Section 250R(2) of the Corporations Act requires the Company to present the Remuneration Report to its Shareholders for adoption.

The Remuneration Report explains the Board's policies in relation to the nature and level of remuneration paid to "Key Management Personnel" (KMP) being the Directors and Executives of the Company's consolidated group identified in the Remuneration Report, sets out remuneration details for each KMP and any service agreements and sets out the details of any performance-based and equity based benefits provided to KMP (where applicable).

Shareholders attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Directors' Recommendations

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration personalReport) and, as described in the voting exclusions on this Resolution (set out below), that each Director (or any Closely Related Party of a Director) is

excluded from voting their shares on this Resolution, the Directors unanimously recommend that Shareholders vote in favour of this Resolution to adopt the Remuneration Report.

Voting Exclusion

Under s250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution (on the basis that it is connected with the remuneration of members of the Key Management Personnel of the Company's consolidated entity) if:





The above exclusion does not apply if:





Shareholders should note that if a Shareholder appoints the Chairman as their proxy, or if the Chairman is appointed by default under the Proxy Form, and the Chairman is not directed as to how to vote on this Resolution, then the Chairman intends to vote any undirected proxies in favour of this Resolution on a poll for this Resolution. Shareholders may also choose to direct the Chairman to vote against this Resolution or to abstain from voting on

Forthis Resolution.

The Company encourages Shareholders to indicate their voting direction FOR or AGAINST, or to ABSTAIN, in relation to each Resolution on their Proxy Form, including this Resolution. If a Shareholder appoints the Chairman of the Meeting as their proxy (or the Chairman of the Meeting becomes their proxy by default) the Shareholder may direct the Chairman to vote FOR or AGAINST, or to ABSTAIN from voting on this Resolution by marking the appropriate Voting Direction box opposite that resolution. However, if the Chairman of the Meeting is proxy under the Proxy Form and a Shareholder does not mark any of the Voting Direction boxes opposite this Resolution, the Shareholders is, in effect, directing the Chairman to vote FOR the Resolution, because the Chairman of the Meeting intends to vote undirected proxies in favour of this Resolution. Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

3. Resolution 2 - Issue of Options to Managing Director

The Company agreed to issue Managing Director Mr Atmavireshwar Sthapak 7.5 million options, in 5 separate tranches detailed below (each a Tranche) each exerciseable within one (1) year after vesting, with an exercise price of AU$ 0.03 each, with each Tranche to vest upon the Company achieving the Target specified for that Tranche below (Managing Director's Options or Options). If the Company:

• does not achieve the relevant Target for a Tranche by the Target Date for that Tranche the Options in that Tranche are not capable of being exercised (subject to the continued availability of a reducing number of the Options in the Tranche for a period after the Target Date if the Target is met within a certain period after the Target Date, specified below); or
• achieves a Target for a Tranche by its Target Date but the Managing Director does not exercise any given Option in the relevant Tranche within 12 months after the date on which the Target was achieved, the Options in that Tranche which have not been exercised will lapse at the end of that 12-

month period.

2021 ANNUAL GENERAL MEETING | 3

Explanatory Statement	Alara Resources Limited
	ABN 27 122 892 719

The Managing Director is also entitled to a cash bonus if the Company achieves a Target for a Tranche by the Target Date for that Tranche. The Company is not required to obtain, and is not seeking, Shareholders' approval for the cash bonuses connected with the Company achieving any Target. The cash bonuses are detailed here to provide Shareholders with full disclosure of the Managing Director's remuneration package. If the Managing Director becomes entitled to a cash bonus referred to below, it will be paid only when in the opinion of the Board (acting reasonably) Alara has sufficient free cash, whether from dividends from the Wash-hi Majaza Project or otherwise, to pay the cash bonus, and will carry interest at 5% per annum (non- compounding) from the date of achievement of the relevant Target until payment.

Tranche 1: 2.5 million options and a A$60,000 cash bonus if the Wash-hi Majaza Project achieves first copper concentrate production (Target) on or onlybefore 28 February 2023 (Target Date).

Tranche 2: 2.5 million options and a A$60,000 cash bonus if Alara or a JV company in which Alara has at least a 50% interest is awarded a mining or exploration licence for the Khnaiguiyah Project in Saudi Arabia (Target) on or before 31 March 2023 (Target Date).

Tranche 3: 833,000 options and a A$20,000 cash bonus if the exploration license for the Daris project is transferred to Alara's JV company Daris Resources LLC by Alara's partner in that JV (Target) on or before 31 December 2022 (Target Date).

Tranche 4: 833,000 options and a A$20,000 cash bonus if Alara or a JV company in which Alara holds at least a 50% interest acquires interests in other copper mineral licences in Oman acceptable to the Board (Target) on or before 31 December 2022 (Target Date).

Tranche 5: 833,000 options and a A$20,000 cash bonus if the exploration license for mining Block 8 in Oman is renewed and is transferred to Alara or a JV company in which Alara holds at least a 10% interest (Target) on or before 31 March 2023 (Target Date).

In each of the above cases, if the Target is achieved:

usea) within two (2) months after the Target Date, 66.66% of the Options are exerciseable and 66.66% of the cash bonus is payable for that Target;

b) more than (2) months after, but within four (4) months of, the Target Date, 33.33% of the Options are exerciseable and 33.33% of the cash bonus is payable for that Target; or

c) not achieved within four (4) months after the Target Date, no Options are exerciseable and no cash bonus is payable for that Target.

The cash bonuses, if paid in full, will total $180,000, which is equal to 58% of the Managing Director's base remuneration (and, for clarity, would be paid in addition to that base remuneration). After conducting extensive research, Directors are satisfied that this proposed options and cash bonus package is in keeping with bonus packages for the Managing Director or Chief Executive Officer of other ASX listed resource companies at Alara's stage in the project development cycle.

Purpose of seeking Shareholders' approval

personalShareholders' Approval for the issue of the Managing Director's Options is sought under ASX Listing Rule 10.11, which covers the issue of Equity Securities (including options) to a related party, which includes a Director.

Approval for the purposes of Listing Rule 10.11

Listing Rule 10.11.1 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to a related party without Shareholders' approval.

The Issue of the Managing Director's Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Alara's Shareholders under Listing Rule 10.11.

This Resolution seeks required Shareholders' approval to the issue of the Managing Director's Options under, and for the purposes of, Listing Rule 10.11.

Shareholders' Approval is not sought under Chapter 2E of the Corporations Act. Directors consider that approval is not required under Chapter 2E under the exception in s211, on the basis that the issue of the Managing Director's Options is reasonable remuneration of the Managing Director, given the circumstances of the Company and of the Managing Director, including the responsibilities involved in his position.

Information for the purposes of Listing Rule 10.11

ASX Listing Rule 10.13 requires the inclusion of the following information in this Notice of Meeting to assist Shareholders to determine how to vote on this Resolution:

Name of recipient of Issue: Mr Atmavireshwar Sthapak, Managing Director.

Rule 10.11 sub-ruleunder which approval required: Rule 10.11.1. This rule requires the approval for the issue of Equity Securities (which includes options) to a "Related Party" of the Company. "Related Party" is defined in the Listing Rules as including a Director.

Number and class of securities: See above.

Proposed issue date: The Company's intention is to issue the Managing Director's Options by 23 December 2021 but, in any event, they will be issued Forby no later than one month after the 2021 Annual General Meeting.

Price for issue: The Company will not receive a cash price for issuing the Managing Director's Options. The consideration for issuing the Options is that they are part of the Managing Director's remuneration package. If the Options in each Tranche are exercised, the Company will receive the amounts specified below:

Tranche 1: $75,000.00

Tranche 2: $75,000.00

Tranche 3: $25,000.00

Tranche 4: $25,000.00

Tranche 5: $25,000.00

Total: $225,000.00

Purpose of the issue: If any of the Options are exercised, the funds raised will applied towards the costs of the development of the Company's resource projects and for general working capital purposes.

Details of the Managing Director's remuneration package: The Managing Director's Options, if approved by Shareholders, will form part of the Managing Director's remuneration package. The Managing Director's remuneration package, including the Options, consists of:

Base salary:	AU$307,580 p.a.
Housing allowance:	Up to AU$43,000* p.a.

2021 ANNUAL GENERAL MEETING | 4

the person is the Chairman of the meeting at which the resolution is voted on; and

the appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company's consolidated entity.

Explanatory Statement	Alara Resources Limited
	ABN 27 122 892 719
Vehicle allowance:	Up to AU$20,475* p.a. plus running costs.
Long-term incentive:	The Managing Director's Options, as detailed above, if approved by Shareholders.

(*The Managing Director is entitled to amounts up to the specified amounts to pay for rental of a residence in Oman and incidental costs, and for leasing and incidental costs of a vehicle, respectively).

Agreement under which the Options are to be issued

The Managing Director's Options are to be issued under the agreement between the Company and the Managing Director which sets out the Managing Director's remuneration. The provisions of that agreement are as specified under the heading Details of the Managing Director's remuneration package, above. There are no other material provisions in that agreement.

onlyThe Managing Director's Options are options, each entitling the Managing Director to subscribe for one fully paid, ordinary share in the Company for a price of A$0.03 each. The Options vest on the condition, and are exerciseable during the period, specified in the introductory paragraphs of this section of this Explanatory Statement relating to this Resolution, above. The Managing Director's Options will otherwise be issued on the terms in Appendix A of this Explanatory Statement.

Terms of Options

Consequences if Resolution is passed

If this Resolution is passed, Alara will be able to proceed with the issue of the Managing Director's Options. In that case, the issue of the Managing Director's Options to the Managing Director will be part of his remuneration package. For full details of the Managing Director's remuneration package, see the section titled "Details of the Managing Director's remuneration package" above.

userequire the Company to negotiate with him in good faith for the purpose of determining a replacement component of his remuneration package in lieu of the Managing Director's Options (Alternative Remuneration Component). At this time it is not possible to predict what the Alternative Remuneration Component would be. The Alternative Remuneration Component may consist of increased cash amounts paid to the Managing Director on the Company meeting the Targets specified above for which it is proposed that he be entitled to exercise Options.

Consequences if Resolution is notpassed

If this Resolution is not passed, Alara will not be able to issue the Managing Director's Options. In that case, the Managing Director will have the right to

Voting Exclusion - ASX Listing Rules

Under ASX listing rules 11.1 and 14.11, the Company will disregard any votes cast in favour of this resolution by or on behalf of:  Mr Atmavireshwar Sthapak; or

 any Associate of Mr Atmavireshwar Sthapak.

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

 a person who is 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;

 the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chairman to vote on the resolution as the Chairman decides; or

 a holder acting solely in a nominee, trustee, custody or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

personal	o	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
o	the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

Voting Exclusion - Corporations Act

Under s250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution (on the basis that it is connected with the remuneration of a member of the Key Management Personnel of the Company's consolidated entity) if:

 the person is either:

o a member of the Key Management Personnel of the Company's consolidated entity; or o a closely related party of a person referred to above; and

 the appointment does not specify the way the proxy is to vote on the resolution.

The above exclusion does not apply if:

For



Directors' Recommendation

The Board (other than Mr Sthapak, who makes no recommendation in relation to his own remuneration) supports the issue of the Managing Director's Options to Mr Sthapak and recommends that Shareholders vote in favour of this Resolution.

4. Resolution 3 - Re-Election of Sanjeev Kumar as a Director

The Board appointed Mr Sanjeev Kumar as a Non-Executive Director on 13 October 2020 and his appointment was confirmed by Shareholders electing him as a Director at the Company's 2020 Annual General Meeting. Mr Kumar is standing for re-election as a Director at the 2021 AGM, despite Directors ordinarily being entitled to a three-year term, because:

• two (2) more senior Directors of the Company, Chairman Mr. Stephen Gethin and Non-Executive Director Mr, Vikas Jain, were also elected at the Company's 2020 AGM, and
• one-thirdof the Board of Directors is required by the Company's Constitution to retire and submit themselves for re-election by Shareholders every

year, even if no Director has served a three-year term.

2021 ANNUAL GENERAL MEETING | 5