Lefroy Exploration : Notice of General Meeting-Proxy Form

Lefroy Exploration Limited

IBC No.29457

ARBN 052 123 930

Notice of General Meeting

and Explanatory Statement

General Meeting to be held at

Quest Kings Park Road, 54 Kings Park Road, West Perth, Western Australia

on Thursday, 2 December 2021 commencing at 11.30am (WST)

This Notice of General Meeting and Explanatory Statement should be read in its entirety.

A proxy form is enclosed. If you are unable to attend the General Meeting please complete and return the enclosed proxy form in accordance with the specified directions. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser without delay.

If COVID‐19 social distancing restrictions change prior to the Meeting, the Company will advise via an ASX announcement as to any changes in the manner in which the Meeting will be held and as to whether shareholders will still be able to attend in person and participate in the usual way.

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Lefroy Exploration Limited, incorporated in the British Virgin Islands, IBC No.29457, Australian Registered Business Number 052 123 930 ("Company") will be held at Quest Kings Park Road, 54 Kings Park Road, West Perth, Western Australia on Thursday, 2 December 2021 commencing at 11.30am (WST).

The purpose of the Meeting is to consider, and if thought fit, pass the following Resolutions:

RESOLUTION 1 - RATIFICATION OF 17,142,857 PLACEMENT SHARES

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 7.4 and for all other purposes, Shareholders ratify the issue of 17,142,857 Shares at an issue price of $0.35 per Share issued on 17 November 2021, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. a person who participated in the issue or is a counterparty to the agreement being approved; or
2. 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.

RESOLUTION 2 ‐ APPROVAL OF ISSUE OF SHARES VIA PLACEMENT TO MR GORDON GALT (OR HIS NOMINEE)

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

"That pursuant to ASX Listing Rule 10.11 and for all other purposes, approval be given to issue 142,858 Shares at an issue price of $0.35 per Share to Mr Gordon Galt (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. Mr Galt (or nominee) or any of his associates; and
2. any person who will obtain a material benefit as a result of the issue of the Shares (except a benefit

solely by reason of being a holder of Shares).

However, a vote will not be disregarded if the vote is cast in favour of the Resolution by:

1. a person as proxy or attorney for a person entitled to vote on the Resolution in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
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1. 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 of the Meeting to vote on the Resolution as the Chairman decides; or
2. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
3. 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.

RESOLUTION 3 ‐ APPROVAL OF ISSUE OF SHARES VIA PLACEMENT TO MR MICHAEL DAVIES (OR HIS NOMINEE)

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

"That pursuant to ASX Listing Rule 10.11 and for all other purposes, approval be given to issue 714,286 Shares at an issue price of $0.35 per Share to Mr Michael Davies (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. Mr Davies (or nominee) or any of his associates; and
2. any person who will obtain a material benefit as a result of the issue of the Shares (except a benefit

solely by reason of being a holder of Shares).

However, a vote will not be disregarded if the vote is cast in favour of the Resolution by:

1. a person as proxy or attorney for a person entitled to vote on the Resolution in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
2. 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 of the Meeting to vote on the Resolution as the Chairman 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.

Members are referred to the Explanatory Statement accompanying this Notice of Meeting.

For the purpose of the meeting, securities will be taken to be held by the persons who are registered holders at 4.00pm (WST) on Tuesday, 30 November 2021. Transactions registered after that time will be disregarded in determining entitlements to attend and to vote at the meeting.

BY ORDER OF THE BOARD

Susan Park

Company Secretary

17 November 2021

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for Shareholders in connection with the business to be conducted at a General Meeting of the Company to be held the Quest Kings Park Road, 54 Kings Park Road, West Perth, Western Australia on Thursday, 2 December 2021 commencing at 11.30am (WST).

1. RESOLUTION 1 - RATIFICATION OF PLACEMENT SHARES

1. General
   On 10 November 2021, the Company announced a $6.3 million placement comprising the issue of 18,000,001 Shares at an issue price of $0.35 per Share (Placement). Lefroy Non‐executive Chairman Mr Gordon Galt committed to subscribe for 142,858 Shares at the Placement issue price of $0.35 per Share to raise $50,000.30 and Non‐executive Director Mr Michael Davies committed to subscribe for 714,286 Shares at the Placement issue price of $0.35 per Share to raise $250,000.10. This issue of Shares to Mr Galt (or nominee) and Mr Davies (or nominee) is subject to Shareholder approval in Resolutions 2 and 3 below. The Placement was taken up by new institutions and sophisticated investors as well as existing Shareholders. Bridge Street Capital Partners and Arlington Group Asset Management were joint lead managers and bookrunners for the Placement.
   The proceeds of the Placement will be used to accelerate exploration at the Company's 100% owned Eastern Lefroy Gold Project and for general working capital purposes. The principal and immediate focus of the Company is at the exciting and unique Burns copper gold system where recent exploration involving drilling and geophysics has expanded the mineralised footprint to 3,000m in length.
   The Company issued 17,142,857 Placement Shares on 17 November 2021. Resolution 1 seeks Shareholder approval to the ratification for the purposes of Listing Rule 7.4 for the issue of 17,142,857 Shares issued pursuant to the Company's existing Listing Rule 7.1 placement capacity.
2. Background to Listing Rule 7.1
   The Company issued 17,142,857 Shares utilising the Company's existing Listing Rule 7.1 placement capacity. Listing Rule 7.1 places a general limitation on the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The 17,142,857 Shares were issued within the Company's 15% limit under Listing Rule 7.1.
   Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made, provided the Company complied with Listing Rule 7.1 at the time of issuing the relevant equity securities. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company's capacity to issue further equity securities without Shareholder approval under that rule.
   If Resolution 1 is approved, the 17,142,857 Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following their issue.
   If Resolution 1 is not approved by the requisite majority, the 17,142,857 Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity
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securities the Company can issue without Shareholder approval over the 12 month period following their issue.

1. Technical information required by Listing Rule 7.5
   Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1 and the ratification of the issue of the 17,142,857 Shares issued pursuant to the Company's existing Listing Rule 7.1 placement capacity:
2. • The 17,142,857 Shares were issued to new and existing professional and sophisticated investors determined by Bridge Street Capital Partners and Arlington Group Asset Management in consultation with the Board. The subscribers were not related parties of the Company at the time of the issue of the Shares.
   • The 17,142,857 Shares were issued on 17 November 2021.
   • The 17,142,857 Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. The Shares will rank equally in all respects with the existing Shares on issue.
   • The issue price of the Shares was $0.35 per Share.
   • Funds raised from the issue will be used to accelerate exploration at the Company's 100% owned Eastern Lefroy Gold Project and for general working capital purposes.
   • A voting exclusion statement is included in Resolution 1 of the Notice.
3. Directors' recommendation
   The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Therefore, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 ‐ APPROVAL OF ISSUE OF SHARES VIA PLACEMENT TO MR GORDON GALT (OR HIS NOMINEE)

1. General
   As noted in Section 1.1 above, on 10 November 2021, the Company announced a $6.3 million Placement comprising the issue of 18,000,001 Shares at an issue price of $0.35 per Share. Lefroy Non‐ executive Chairman Mr Gordon Galt committed to subscribe for 142,858 Shares at the Placement issue price of $0.35 per Share to raise $50,000.30. This issue of Shares to Mr Galt (or nominee) is subject to Shareholder approval. The funds raised from the Placement will be used to accelerate exploration at the Company's 100% owned Eastern Lefroy Gold Project and for general working capital purposes.
   Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 10.11 to approve the issue of a total of 142,858 Shares at an issue price of $0.35 per Share to Mr Gordon Galt (or his nominee).
2. Listing Rule 10.11
   Listing Rule 10.11 provides that a company must not issue equity securities to a Related Party without the approval of shareholders. Pursuant to Listing Rule 7.2 exception 14, where approval under Listing Rule 10.11 is obtained, approval is not required under Listing Rule 7.1 and the issue of securities will
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