Fenix Resources : Notice of General Meeting/Proxy Form

FENIX RESOURCES LTD	T: [phone]
Office 10, Emerald House	E: [e-mail]
1202 Hay St, West Perth WA 6005	ABN 68 125 323 622

For personal use only

2 February 2022

ASX Announcement

Letter to Shareholders Regarding General Meeting

Dear Shareholder

Fenix Resources Limited (ASX:FEX) ("Fenix" or "Company") will be holding a general meeting of shareholders at 10:00am (WST) on Friday, 4 March 2022 (Meeting) at Grant Thornton, Level 43, Central Park, 152 -158 St Georges Terrace, Perth WA 6000.

The Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link:

https://fenixresources.com.au/asx-announcements/

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company's share registry, Automic Group by:

Online:

Use your computer or smartphone to appoint a proxy at: https://investor.automic.com.au/#/loginsah

Mail:

Automic

GPO Box 5193

Sydney NSW 2001

Person:

Automic

Level 5, 191 St Georges Terrace

Perth WA 6000

Email:

[e-mail]

Facsimile:

[phone]

Your proxy voting instruction must be received by 10:00am (WST) on Wednesday, 2 March 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

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The Notice of Meeting is important and should be read in its 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. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Automic Group on, 1300 288 664 (within Australia) or [phone] (overseas).

To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting.

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at https://fenixresources.com.au/

The Company will advise Shareholders as soon as practicable, if any of the above circumstances change.

Authorised on behalf of the Board of Fenix Resources Limited by:

John Welborn

Non-Executive Chairman

Fenix Resources Limited

For personal use only

FENIX RESOURCES LIMITED

ACN 125 323 622

NOTICE OF GENERAL MEETING

The general meeting of the Company will be held at Grant Thornton, Central Park, Level 43, 152-158 St Georges Terrace Perth WA 6000 on 4 March 2022 at 10am (AWST).

Fenix Resources Limited (Company) advises Shareholders that the general meeting (Meeting) will

be held in compliance with any restrictions on public gatherings in Australia.

Due to the evolving COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the meeting in person. Proxy forms for the meeting should be lodged before 10.00am (AWST) on 2 March 2022.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the

ASX Market Announcements Platform.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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

Secretary by telephone on [phone]

For personal use only

FENIX RESOURCES LIMITED

ACN 125 323 622

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of Fenix Resources Limited

(Company) will be held at Grant Thornton Central Park, Level 43, 152-158 St Georges Terrace Perth WA 6000 on 4 March 2022 at 10am (AWST) (Meeting).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company's Shareholders, employees and other stakeholders is of paramount importance.

The Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company's website at www.fenixresources.com.au and the ASX announcements platform.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this 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 as Shareholders on 2 March 2022 at 10am (AWST).

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

1 Resolution 1 - Approval of Share Loan Plan

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

"That pursuant to and in accordance with Listing Rule 7.2 (Exception 13), section 259B(2) and section 260C(4) of the Corporations Act and for all other purposes, approval is given for the Company's Share Loan Plan, including approval to issue up to 20,000,000 Plan Shares, 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 any person who is eligible to participate in the Share Loan Plan, or an associate of those persons.

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

1. 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 that way; or
2. the Chairperson 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 Chairperson to vote on the Resolution as the Chairperson decides; or

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1. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
2. 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.

Voting Prohibition Statement

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

1. the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2. the person appointed as proxy is the Chairperson and the written appointment of the Chairperson does not specify the way the Chairperson is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2 Resolution 2 - Approval to issue Plan Shares to Mr John Welborn

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

"That, subject to Resolution 1 being approved, pursuant to and in accordance with Listing Rule 10.14, section 260B, section 200E and Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 10,000,000 Plan Shares to Mr John Welborn, a Director, (and/or his nominee) and the Chairman's Share Loan on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participant in the Share Loan Plan, and any associates of those persons.

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

1. 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 that way; or
2. the Chairperson 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 Chairperson to vote on the Resolution as the Chairperson 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:

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