Dart Mining NL : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

ACN 119 904 880

Notice of

Extraordinary General Meeting

11:00am (AEST) on 8 July 2022

Held online as a virtual meeting

Notice of July 2022 Extraordinary General Meeting

Notice is hereby given that the July 2022 Extraordinary General Meeting of Dart Mining NL (the Company or Dart Mining) is to be held at 11:00 am (AEST) on 8 July 2022.

This is an important document. Please read it carefully.

Please speak to your professional advisers if you have any questions about this document or how to vote

at the Meeting.

For personal use only

Dart Mining NL ("Company" or "Dart") is holding an Extraordinary General Meeting (EGM) online as a virtual meeting. Shareholders may participate in the EGM by connecting to a zoom meeting which will include the facility for shareholders to observe, make comments or ask questions in relation to the business of the meeting, and to vote.

If you wish to attend the EGM, you must register. You can then join the EGM in one of two ways:

1. If your e-mail address has been provided to Dart for you to receive communications by e-mail: by clicking on this link:
   https://us06web.zoom.us/meeting/register/tZYtcumoqjspGdRC8RVTlppgppPaAQquclj-
   You will then be asked to register for the EGM.
2. If your e-mail address has not been provided to Dart: to register for the EGM, go to www.zoom.us
   then select 'join a meeting' and enter the following meeting ID: 820 5004 0330

You may register at any time up to 11.00am (AEST) on 7 July 2022, being 24 hours before the appointed time of the EGM.

All resolutions at the Extraordinary General Meeting will be decided based on a poll rather than by a show of hands. Shareholders are however strongly encouraged to lodge a directed Proxy Form prior to the meeting. Shareholders will not be able to physically attend the Extraordinary General Meeting.

If you have any difficulty, please e-mail the Company Secretary:[e-mail].

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Ordinary Business of the Meeting

Adoption of Employee Incentive Scheme

1. Resolution 1: Ordinary Resolution to adopt Employee Option Plan

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

"That, for the purposes of Listing Rule 7.2 (Exception 13) and for all other purposes, the Company adopt the DTM Employee Option Plan, and approve the issue of securities in accordance with the terms and conditions set thereunder, as described in the Explanatory Statement."

Voting Exclusion Statement

A voting exclusion applies to this Resolution 1. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. a person who is eligible to participate in the employee incentive scheme; or
2. any associates of those persons

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

• 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
• the chair 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 chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  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 directions given by the beneficiary to the holder to vote in that way.

Issue of Securities to Board and Management

2. Resolution 2: Ordinary Resolution issue Options to James Chirnside

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

"That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 3,900,000 DTM001 Executive Options in the Company to Mr James Chirnside, the Managing Director of the Company (or his nominee) on the terms set out in the Explanatory Statement."

Voting Exclusion Statement

A voting exclusion applies to this Resolution 2. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. Mr James Chirnside (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or
2. any associates of those persons

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

• 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
• the chair 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 chair to vote on the resolution as the chair decides; or

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• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  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 directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3: Ordinary Resolution issue Options to Carl Swensson

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

"That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 600,000 DTM001 Executive Options in the Company to Carl Swensson, Non-Executive Director of the Company (or his nominee) on the terms set out in the Explanatory Statement."

Voting Exclusion Statement

A voting exclusion applies to this Resolution 3. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. Mr Carl Swensson (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or
2. any associates of those persons

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

• 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
• the chair 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 chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  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 directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4: Ordinary Resolution issue Options to Richard Udovenya

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

"That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 600,000 DTM001 Executive Options in the Company to Richard Udovenya, Non- Executive Director of the Company (or his nominee) on the terms set out in the Explanatory Statement."

Voting Exclusion Statement

A voting exclusion applies to this Resolution 4. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. Mr Richard Udovenya (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or
2. any associates of those persons

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

• 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

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• the chair 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 chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  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 directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5: Ordinary Resolution issue Options to Ben Hines

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

"That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 900,000 DTM001 Executive Options in the Company to Ben Hines, the Head of Exploration of the Company (or his nominee) on the terms set out in the Explanatory Statement."

Voting Exclusion Statement

A voting exclusion applies to this Resolution 5. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. Mr Ben Hines (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or
2. any associates of those persons

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

• 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
• the chair 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 chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  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 directions given by the beneficiary to the holder to vote in that way.

Share Capital Approvals

6. Resolution 6: Ordinary Resolution to ratify May 2022 Placement Shares

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

"That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 10,769,230 Shares in the Company to the parties, for the purpose, and on the terms set out in the Explanatory Statement accompanying this Notice"

Voting Exclusion Statement

A voting exclusion applies to this Resolution 6. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. Any person who participated in the share issue; or
2. Any associates of those persons

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

• 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

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