De Grey Mining : AGM Notice of Meeting & Proxy

ASX: DEG

ASX ANNOUNCEMENT

4 November 2020

Notice of Annual General Meeting

& Proxy Form

De Grey Mining Limited (ASX: DEG, De Grey or Company) invites you to attend an Annual General Meeting of shareholders, which is to be held at 11.00AM WST on Friday 4 December 2020, at Vibe Hotel, 9 Alvan Street, Subiaco Western Australia, 6008.

An investor presentation will also be given at this meeting.

In accordance with section 5(1)(f) of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 made by the Commonwealth Treasurer on 5 May 2020, the Notice of General Meeting, accompanying Explanatory Statement and Schedules (Meeting Materials) are being made available to shareholders electronically. You are able to view and download the Meeting Materials online from the Company website, and specifically the announcements page www.degreymining.com.au/asx- announcements.

If you have nominated an email address and have elected to receive electronic communications with the Company's share registry, Automic Group Pty Ltd, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials.

In order to be able to receive electronic communications from the Company in the future, please update your shareholder details online at www.investor.automic.com.au/#/signup by registering with your unique shareholder identification number you can find on your Personalised Proxy form or log in using your existing log in details.

Once logged in you can complete your proxy vote online www.investor.automic.com.au/#/loginsah. If you prefer not to vote online, please return the proxy form in accordance with the instructions contained within the Meeting Materials and the Personalised Proxy form.

If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Automic Group Pty Ltd, on 1300 288 664 (within Australia) or [phone]

(Overseas).

A copy of both the abovementioned Meeting Materials and Proxy Form are attached herewith.

This announcement has been authorised for release by the Chairman of De Grey.

For further information, please contact:

Glenn Jardine	Craig Nelmes/Patrick Holywell	Michael Vaughan
Managing Director	Company Secretaries	(Media enquiries)
[phone]	[phone]	Fivemark Partners
[e-mail]	[e-mail]	[phone]
		[e-mail]

Level 3, Suite 24-26,	PO Box 2023	E [e-mail]	degreymining.com.au
22 Railway Road,	Subiaco WA 6904	P [phone]	ABN: 65 094 206 292
Subiaco WA 6008		F [phone]
	FRA Code: WKN 633879

DE GREY MINING LTD

ACN 094 206 292

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	11.00am (WST)
DATE:	Friday 4 December 2020
PLACE:	Vibe Hotel
	9 Alvan Street, Subiaco
	Western Australia, 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 11am WST on Saturday, 28 November 2020.

B U S I NESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2020."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - SIMON LILL

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

"That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Simon Lill, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - ANDREW BECKWITH

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

"That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Andrew Beckwith, a Director, retires by rotation, and being eligible, is re-elected as a Director."

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5. RESOLUTION 4 - ELECTION OF DIRECTOR - GLENN JARDINE

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

"That, for the purpose of clause 14.4 of the Constitution, and for all other purposes, Glenn Jardine, a Director who was appointed casually on 11 May 2020, retires, and being eligible, is elected as a Director."

6. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF SHARES (PLACEMENT)

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 73,116,666 Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely participants in the placement) or an associate of that person or 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.

7. RESOLUTION 6 - APPOINTMENT OF AUDITOR AT AGM TO FILL VACANCY

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

"That, for the purposes of section 327B of the Corporations Act and for all other purposes, Ernst & Young having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting."

8. RESOLUTION 7 - RE-APPROVAL OF PERFORMANCE RIGHTS PLAN

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

"That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholders re-approve the Company's Incentive Performance Rights Plan and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement."

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