Jervois Global : Notice of Annual General Meeting & Explanatory Statement

JERVOIS GLOBAL LIMITED

ACN 007 626 575

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

TIME:	9.30 am (Australian Eastern Standard Time, "AEST")
DATE:	3 May 2024
PLACE:	Level 27, Collins Arch, 447 Collins Street, Melbourne, Victoria, Australia

This Notice of Annual General 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.

As required by Section 5.2 of National Instrument 71-102 - Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102"), Jervois Global Limited confirms that it is a "designated foreign issuer" as defined in NI 71-102 and is subject to the regulatory requirements of the Australian Securities Exchange Limited. The Company confirms that, in accordance with Section 3.2 of NI 71-102, this Notice of Meeting has been sent to all shareholders with a registered address in Canada in the same manner and at the same time, or as soon as practicable after it was sent to holders of securities of that class in the Company's local jurisdiction, being Australia.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Chairman or Company Secretary on [phone].

NOTICE OF ANNUAL GENERAL MEETING

No�ce is given that the Annual General Mee�ng of Shareholders of Jervois Global Limited will be held at Level 27, Collins Arch, 447 Collins Street, Melbourne, Victoria, Australia at 9.30am (AEST) on 3 May 2024.

The Explanatory Statement dated as of 3 April 2024 and atached to this No�ce of Annual General Mee�ng provides addi�onal informa�on on maters to be considered at the Annual General Mee�ng. The Explanatory Statement and the proxy form are part of this No�ce of Annual General Mee�ng.

The Directors have determined pursuant to Regula�on 7.11.37 of the Australian Corpora�ons Regula�ons 2001 (Cth) that the persons eligible to vote at the Annual General Mee�ng are those who are registered Shareholders of the Company at 7pm (AEST) on 1 May 2024 in Australia. Accordingly, transfers registered a�er that �me will be disregarded in determining en�tlements to atend and vote at the Annual General Mee�ng.

Terms and abbrevia�ons used in this No�ce of Annual General Mee�ng and the Explanatory Statement are defined in the Glossary.

BUSINESS

ADOPTION OF THE ANNUAL FINANCIAL REPORT

To receive and consider the financial statements of the Company and the declara�ons and accompanying reports of the Directors and auditors for the financial year ended 31 December 2023.

1. RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

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

"That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company's financial report for the year ended 31 December 2023."

Short Explana�on: The vote on this resolu�on is advisory only and does not bind the Directors or the Company.

Vo�ng Exclusion:

Under the Corpora�ons Act, the following persons may not vote, and the Company will disregard any votes cast in favour of the resolu�ons by or on behalf of the following persons, (in any capacity, whether by proxy or shareholder) on Resolu�on 1:

1. any member of the Key Management Personnel whose remunera�on details are included in the Remunera�on Report; or
2. a closely related party of such Key Management Personnel; or
3. any proxy for a member of such Key Management Personnel or a closely related party of such Key Management Personal.

However, this does not apply to a vote cast in favour of the resolu�on by:

1. a person as proxy or atorney for a person en�tled to vote on the resolu�on, in accordance with direc�ons given to the proxy or atorney to vote on Resolu�on 1 in that way;

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1. 1. the Chairman of the Mee�ng as proxy or atorney for a person who is en�tled to vote on the resolu�on, in accordance with a direc�on given to the chairman to vote on the resolu�on as the Chairman decides; or
   2. A holder ac�ng solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following condi�ons are met:
   3. • The beneficiary provides writen confirma�on to the holder that the beneficiary is not excluded from vo�ng, and is not an associate of a person excluded from vo�ng, on the resolu�on; and
      • The holder votes on the resolu�on in accordance with direc�ons given by the holder to the beneficiary to vote in that way.
2. RESOLUTION 2 - RE-ELECTION OF A DIRECTOR - MR BRIAN KENNEDY
   To consider and, if thought fit, to pass the following resolu�on as an ordinary resolu�on:
   "That Mr Brian Kennedy, a Director of the Company who retires in accordance with clause 58 of the Constitution, and being eligible, be re-elected as a Director of the Company."
3. RESOLUTION 3 - RE-ELECTION OF A DIRECTOR - MR PETER JOHNSTON
   To consider and, if thought fit, to pass the following resolu�on as an ordinary resolu�on:
   "That Mr Peter Johnston, a Director of the Company who retires in accordance with clause 58 of the Constitution, and being eligible, be re-elected as a Director of the Company."
4. RESOLUTION 4 - RE-ELECTION OF A DIRECTOR - MR MICHAEL CALLAHAN
   To consider and, if thought fit, to pass the following resolu�on as an ordinary resolu�on:
   "That Mr Michael Callahan, a Director of the Company who retires in accordance with clause 58 of the Constitution, and being eligible, be re-elected as a Director of the Company."
5. RESOLUTION 5 - RE-ELECTION OF A DIRECTOR - MR DAVID ISSROFF
   To consider and, if thought fit, to pass the following resolu�on as an ordinary resolu�on:
   "That Mr David Issroff, a Director of the Company who retires in accordance with clause 58 of the Constitution, and being eligible, be re-elected as a Director of the Company."
6. RESOLUTION 6 - RE-ELECTION OF A DIRECTOR - Dr DANIELA CHIMISSO DOS SANTOS
   To consider and, if thought fit, to pass the following resolu�on as an ordinary resolu�on:
   "That, Dr Daniela Chimisso dos Santos, a Director of the Company who retires in accordance with clause 58 of the Constitution, and being eligible, be re-elected as a Director of the Company."
7. RESOLUTION 7 - RE-APPROVAL OF STOCK OPTION PLAN
   To consider, and if thought fit, to pass the following resolu�on as an ordinary resolu�on:
   "That for the purposes of the Corporate Finance Policies of the TSX Venture Exchange, subject to the Company receiving the approval of the TSX Venture Exchange and any other required regulatory approvals:

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1. the Stock Option Plan is re-approved; and
2. approval is given to the issue of securities under the Stock Option Plan and otherwise on the terms and conditions set out in the Explanatory Statement and all unallocated entitlements issuable pursuant to the Stock Option Plan are hereby approved and authorized for issuance until the Company's next annual general meeting."

Vo�ng Exclusion:

Under the Corpora�ons Act, the following persons may not vote, and the Company will disregard any votes cast in favour of Resolu�on 7 by or on behalf of the following persons, (in any capacity, whether by proxy or shareholder) on Resolu�on 7:

1. a person who is eligible to par�cipate in the Stock Op�on Plan; or
2. an associate of that person.

However, this does not apply to a vote cast in favour of the resolu�on by:

1. a person as proxy or atorney for a person en�tled to vote on the resolu�on, in accordance with direc�ons given to the proxy or atorney to vote on Resolu�on 7 in that way; or
2. the Chairman of the Mee�ng as proxy or atorney for a person who is en�tled to vote on the resolu�on, in accordance with a direc�on given to the chairman to vote on the resolu�on as the Chairman decides; or
3. A holder ac�ng solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following condi�ons are met:
4. • The beneficiary provides writen confirma�on to the holder that the beneficiary is not excluded from vo�ng, and is not an associate of a person excluded from vo�ng, on the resolu�on; and
   • The holder votes on the resolu�on in accordance with direc�ons given by the holder to the beneficiary to vote in that way.

8. RESOLUTION 8 - OPTION EXERCISE PRICE ADJUSTMENT FOR DIRECTORS AND INSIDERS

To consider, and if thought fit, to pass the following resolu�on as an ordinary resolu�on of disinterested Shareholders:

"That for the purposes of compliance with the Corporate Finance Policies of the TSX Venture Exchange, subject to the Company receiving the approval of the TSX Venture Exchange, and in accordance with Australian Stock Exchange ("ASX") Listing Rule 6.22.2, the terms of the approved Stock Option Plan and for all other purposes, the Shareholders of the Company approve the contractual adjustment to the option exercise price of certain options held by Directors and Insiders of the Company issued prior to 18 July 2023 and otherwise on the terms and conditions set out in the Explanatory Statement attached to this Notice of Annual General Meeting."

Vo�ng Exclusion:

Under the Corpora�ons Act and the Corporate Finance Policies of the TSX Venture Exchange, the following persons may not vote, and the Company will disregard any votes cast in favour of Resolu�on 8 by or on behalf of the following persons, (in any capacity, whether by proxy or shareholder) on Resolu�on 8:

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1. Peter Johnston, Brian Kennedy, Bryce Crocker, Michael Callahan, Kenneth Klassen, James May, Greg Young, Mathew Lengerich, Sami Kallioinen and Alwyn Davey; or
2. associates or affiliates of those people set out above.

However, this does not apply to a vote cast in favour of the resolu�on by:

1. a person as proxy or atorney for a person en�tled to vote on the resolu�on, in accordance with direc�ons given to the proxy or atorney to vote on Resolu�on 8 in that way; or
2. the Chairman of the Mee�ng as proxy or atorney for a person who is en�tled to vote on the resolu�on, in accordance with a direc�on given to the chairman to vote on the resolu�on as the Chairman decides; or.
3. A holder ac�ng solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following condi�ons are met:
4. • The beneficiary provides writen confirma�on to the holder that the beneficiary is not excluded from vo�ng, and is not an associate of a person excluded from vo�ng, on the resolu�on; and
   • The holder votes on the resolu�on in accordance with direc�ons given by the holder to the beneficiary to vote in that way.

9. RESOLUTION 9 - ISSUE OF PERFORMANCE RIGHTS TO MR BRYCE CROCKER

To consider, and if thought fit, to pass the following resolu�on as an ordinary resolu�on:

"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 31,767,022 Performance Rights to Mr Bryce Crocker in accordance with the Long Term Incentive Plan or Performance Rights Plan and otherwise on the terms and conditions set out in the Explanatory Statement attached to this Notice of Annual General Meeting."

Vo�ng Exclusion:

Under the Corpora�ons Act, the following persons may not vote, and the Company will disregard any votes cast in favour of Resolu�on 9 by or on behalf of the following person, (in any capacity, whether by proxy or shareholder) on Resolu�on 9:

1. Bryce Crocker; or
2. an associate of Bryce Crocker.

However, this does not apply to a vote cast in favour of the resolu�on by:

1. a person as proxy or atorney for a person en�tled to vote on the resolu�on, in accordance with direc�ons given to the proxy or atorney to vote on Resolu�on 9 in that way; or
2. the Chairman of the Mee�ng as proxy or atorney for a person who is en�tled to vote on the resolu�on, in accordance with a direc�on given to the chairman to vote on the resolu�on as the Chairman decides; or.
3. A holder ac�ng solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following condi�ons are met:

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• The beneficiary provides writen confirma�on to the holder that the beneficiary is not excluded from vo�ng, and is not an associate of a person excluded from vo�ng, on the resolu�on; and
• The holder votes on the resolu�on in accordance with direc�ons given by the holder to the beneficiary to vote in that way.

10. RESOLUTION 10 -APPROVAL OF PERFORMANCE RIGHTS PLAN, AS AMENDED

To consider, and if thought fit, to pass the following resolu�on as an ordinary resolu�on of disinterested

Shareholders:

"That for the purposes of the Corporate Finance Policies of the TSX Venture Exchange, subject to the Company receiving the approval of the TSX Venture Exchange and for the purposes of ASX Listing Rule 7.2 and any other required regulatory approvals:

1. the Performance Rights Plan, as amended, is approved; and
2. approval is given to the issue of 270,000,000 Shares under the Performance Rights Plan and otherwise on the terms and conditions set out in the Explanatory Statement."

Vo�ng Exclusion:

Under the Corpora�ons Act, the following persons may not vote, and the Company will disregard any votes cast in favour of Resolu�on 10 by or on behalf of the following persons, (in any capacity, whether by proxy or shareholder) on Resolu�on 10:

1. a person who is eligible to par�cipate in the Performance Rights Plan; or
2. an associate of that person.

However, this does not apply to a vote cast in favour of the resolu�on by:

1. a person as proxy or atorney for a person en�tled to vote on the resolu�on, in accordance with direc�ons given to the proxy or atorney to vote on Resolu�on 10 in that way; or
2. the Chairman of the Mee�ng as proxy or atorney for a person who is en�tled to vote on the resolu�on, in accordance with a direc�on given to the chairman to vote on the resolu�on as the Chairman decides; or
3. A holder ac�ng solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following condi�ons are met:
4. • The beneficiary provides writen confirma�on to the holder that the beneficiary is not excluded from vo�ng, and is not an associate of a person excluded from vo�ng, on the resolu�on; and
   • The holder votes on the resolu�on in accordance with direc�ons given by the holder to the beneficiary to vote in that way.

11. RESOLUTION 11 - RE-APPOINTMENT OF AUDITOR

To consider and, if thought fit, to pass the following resolu�on as an ordinary resolu�on:

"That, for the purposes of the Corporate Finance Policies of the TSX Venture Exchange, and for all other purposes, Ernst & Young be re-appointed as auditor of the Company."

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Important notes to the Resolutions

For further information and explanation on the Resolutions to be put to the Meeting, please refer to the Explanatory Statement which is enclosed and forms part of this Notice of Annual General Meeting.

DATED: 3 APRIL 2024

BY ORDER OF THE BOARD

JERVOIS GLOBAL LIMITED

"BRYCE CROCKER"

CHIEF EXECUTIVE OFFICER AND DIRECTOR

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VOTING INFORMATION

YOUR VOTE IS IMPORTANT

The business of the Annual General Mee�ng affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, atend the Annual General Mee�ng on the date and at the place set out above. A Shareholder who is a body corporate may appoint an individual as a representa�ve to exercise all or any of the powers the body corporate may exercise at the Annual General Mee�ng.

VOTING BY PROXY

For Shareholders on the Australian Register:

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form (and the power of atorney or other authority, if any, under which the proxy form is signed) or a copy which appears on its face to be an authen�c copy of the proxy form (and the power of atorney or other authority):

By mail

C/- Computershare Investor Services Pty Limited

GPO Box 242, Melbourne

Victoria, 3001, Australia

By facsimile

On 1800 783 447 (within Australia) or ([phone] (outside Australia)

Online at

www.investorvote.com.au

Online at

www.intermediaryonline.com.au

(for intermediary Online subscribers only)

so that it is received not later than 9.30am (AEST) on 1 May 2024.

Proxy forms received later than this time will be invalid.

General Proxy Rules:

A Shareholder en�tled to atend and vote at the Mee�ng may appoint one or two proxies to atend and vote on their behalf. Each proxy will have the right to vote on a poll and also to speak at the Mee�ng.

A proxy need not be a member of the Company and a proxy can be either an individual or a body corporate.

The appointment of a proxy may specify the propor�on or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the propor�on or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half the votes).

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If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from vo�ng on that Resolu�on as they think fit.

If a proxy is instructed to abstain from vo�ng on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calcula�ng the required majority.

Shareholders who return their proxy forms with a direc�on on how to vote but do not nominate the iden�ty of their proxy will be taken to have appointed the Chairman of the Mee�ng as their proxy to vote on their behalf.

If a proxy form is returned but the nominated proxy does not atend the Mee�ng, or does not vote on the resolu�on, the Chairman of the Mee�ng will act in place of the nominated proxy and vote in accordance with any instruc�ons.

Due to the vo�ng exclusions and requirements referred to in the Explanatory Statement, if you intend to appoint any Director or Key Management Personnel or their closely related par�es, other than the Chairman, as your proxy, you should direct your proxy how to vote on Resolu�ons 1, 7, 8, 9 and 10 by marking either "For", "Against" or "Abstain" on the proxy form for that relevant item of business. Closely related par�es are defined in the Corpora�ons Act to include the spouses, dependents, certain other close family members of the members of Key Management Personnel as well as any companies controlled by such a member. If you do not direct such a proxy how to vote on those Resolu�ons they will not be able to vote an undirected proxy and your vote will not be counted. This does not apply to the Chairman, who is able to vote undirected proxies.

The Chairman intends to vote any undirected proxy in favour of all Resolu�ons. You should note that if you appoint the Chairman as your proxy, or the Chairman is appointed your proxy by default, you will be taken to authorize the Chairman to exercise the proxy even if the Resolu�on is connected directly or indirectly with the remunera�on of a member of the Key Management Personnel.

If you wish, you can appoint the Chairman as your proxy and direct the Chairman to cast your votes contrary to the above stated vo�ng inten�on or to abstain from vo�ng on a Resolu�on. Simply mark your vo�ng direc�ons on the proxy form before you return it.

The proxy form must be signed by the member or his/her atorney duly authorized in wri�ng or, if the member is a corpora�on, in a manner permited by the Corpora�ons Act. A proxy given by a foreign corpora�on must be executed in accordance with the laws of that corpora�on's place of incorpora�on.

A proxy form is atached to this No�ce of Annual General Mee�ng.

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EXPLANATORY STATEMENT

This Explanatory Statement dated as of 3 April 2024 has been prepared for the informa�on of the Shareholders of the Company in connec�on with the business to be conducted at the Annual General Mee�ng to be held at Level 27, Collins Arch, 447 Collins Street, Melbourne, Victoria, Australia on 3 May 2024 at 9.30am (AEST).

The purpose of this Explanatory Statement is to provide informa�on which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolu�ons in the No�ce of Annual General Mee�ng.

BUSINESS

1. FINANCIAL STATEMENTS AND DIRECTORS' REPORTS
   The Corpora�ons Act requires the financial report of the Company and the reports of the Directors and auditors be received and considered before the Annual General Mee�ng. Accordingly, the Company's financial report and the reports of the Directors and auditors for the financial year ended 31 December 2023 will be presented to the Shareholders for considera�on. No resolu�on is required on those reports.
   The Company's annual financial report is available on its website at htps://jervoisglobal.com/and under the Company's profile on SEDAR+ at www.sedarplus.ca.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
   The Remunera�on Report for the financial year ended 31 December 2023 is set out in the Directors' report of the Company's December 2023 Annual Report and is available on the Company's website at www.jervoisglobal.com.The Remunera�on Report sets out the Company's policies and a range of maters rela�ng to the remunera�on of Directors and other Key Management Personnel of the Company.
   Shareholders atending the Annual General Mee�ng will be given a reasonable opportunity to ask ques�ons about, or make comments on, the Remunera�on Report.
   Under the Corpora�ons Act, a listed en�ty is required to put to the vote a resolu�on that the Remunera�on Report be adopted. Whilst the resolu�on must be put to a vote, the resolu�on is advisory only and does not bind the Directors or the Company. However, if at least 25% of votes are cast against the resolu�on at two consecu�ve Annual General Mee�ngs (this did not occur last year), a 'Board spill resolu�on' needs to be put to Shareholders. If such a Board spill resolu�on is passed by Shareholders, the Company is required to hold a further mee�ng of Shareholders within 90 days to consider replacing those Directors (other than the Managing Director) in office at the �me the remunera�on report was approved by the Board.
   The Board will take the outcome of the vote into considera�on when reviewing remunera�on prac�ces and policies.
   Recommendation
   The Directors unanimously recommend that Shareholders vote in favour of this resolu�on.
3. RESOLUTIONS 2, 3, 4, 5 and 6 - ELECTION OF DIRECTORS
   Rule 58 of the Cons�tu�on requires that all of the Company's Directors, other than the Managing Director, Mr Bryce Crocker, must re�re at each annual general mee�ng. Rule 58.4 of the Cons�tu�on provides that a re�ring Director is eligible for re-elec�on.
   Mr Brian Kennedy, Mr Peter Johnston, Mr Michael Callahan, Mr David Issroff and Dr Daniela Chimisso dos Santos will re�re in accordance with the Cons�tu�on, and each offers themself for re-elec�on at the Mee�ng.

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