Lincoln Minerals : Notice of Meeting 2021 Lincoln AGM

LINCOLN MINERALS LIMITED

ACN 050 117 023

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting: 25 February 2022

Time of Meeting: 11:30am (AEDT)

Place of Meeting: Virtually (online)

Details on how to access the virtual Meeting are set out in this Notice.

You are invited to attend the 2021 Annual General Meeting (AGM) of Lincoln Minerals Limited. In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the AGM will be held virtually.

The Notice of Annual General Meeting and Explanatory Memorandum, together with details on how to participate and vote at the AGM, are available to Shareholders electronically on the Lincoln Minerals investor website at https://www.lincolnminerals.com.au/announcements.php. The Notice of Meeting and Annual Report are also available on the ASX website, under Lincoln Minerals Limited's ticker code,

LML

We encourage Shareholders to submit written questions and appoint a proxy prior to the meeting by following the instructions set out in the Notice of Meeting.

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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company on 03 9191 4007.

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LINCOLN MINERALS LIMITED

ACN 050 117 023

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of Shareholders of Lincoln Minerals Ltd ("Company") will be held virtually via an online platform at Online Meeting on Friday 25 February 2022 commencing at 11:30am (AEDT).

Attending the AGM

Shareholders will not be able to attend the AGM in person. The AGM will therefore be held via a webcast. Shareholders, proxyholders, corporate representatives and holders of powers of attorney wishing to attend the AGM via webcast must pre-register by emailing the Company at [e-mail].

The Directors strongly encourage all shareholders to lodge proxy forms prior to the AGM. The Company advises that a poll will be conducted for each of the resolutions.

Even if you intend to attend the virtual AGM, we encourage you to complete and return the enclosed proxy form. The completed proxy form must be received by the Company at least 48 hours before the commencement of the AGM, being Wednesday 23 February 2022 at 11:30am (AEDT).

Voting at the meeting

Shareholders and proxyholders will be able to vote at the meeting online by visiting https://meetnow.global/MNALWPTon your computer, tablet or smartphone.

Online registration will open 30 minutes before the meeting

For full details on how to log on and vote online, please refer to the user guide www.computershare.com.au/onlinevotingguide.

Technical Difficulties

Technical Difficulties may arise during the course of the virtual AGM. The Chair of the Meeting has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the Chair of the Meeting will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected.

Where the Chair of the Meeting considers it appropriate, the Chair of the Meeting may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy by 11:30am (AEDT) on Wednesday 23 February 2022 even if they plan to attend online.

Members are encouraged to exercise their right to fully participate in the Meeting by asking questions on any matters of interest or concern with the Company's operations, irrespective of whether those matters are the subject of an agenda item.

Members should refer to the accompanying Explanatory Memorandum for further information concerning agenda items set out below.

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B U S I N E S S O F T H E M E E T I N G

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and Voting Procedures comprise part of this Notice of Meeting.

CONSIDERATION OF REPORTS

To receive and consider the Annual Financial Report, the Directors' Report and the Independent External Auditor's Report of the Company for the financial year ended 30 June 2021.

All shareholders can view the Annual Report which contains the Financial Report for the year ended

30

June

2021

on

the

Lincoln

Minerals

Limited

website

at

https://www.lincolnminerals.com.au/announcements.php

Items for Approval

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 2021."

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

Voting Exclusion:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any 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
   2. 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

Resolution 2 - Re-election of Mr Johnson Zhang as a Director of the Company

To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:

"That Mr Johnson Zhang, having retired automatically as a Director in accordance with clause 6.1 of the Constitution of the Company, being eligible, and having offered himself for re-election, is reelected as a Director of the Company."

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Resolution 3 - Election of Ms Ruiyu Zhang as a Director of the Company

To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:

"That Ms Ruiyu Zhang, having been appointed by the Board, retires as a Director in accordance with clause 9.2 of the Constitution of the Company, being eligible, and having offered herself for re- election, is re-elected as a Director of the Company."

Resolution 4 - Election of Ms Tingting Gao as a Director of the Company

To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:

"That Ms Tingting Gao, having been appointed by the Board, retires as a Director in accordance with clause 9.2 of the Constitution of the Company, being eligible, and having offered herself for re- election, is re-elected as a Director of the Company."

Resolution 5 - Proposed issue of Convertible Notes to Australian Poly Minerals Investments Pty Ltd

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 1,600,000 Convertible Notes, each with a face value of $1.00, to raise up to $1,600,000 to Australian Poly Minerals Investments Pty Ltd (ACN 622 067 556) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Australian Poly Minerals Investments Pty Ltd) 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

SPECIAL RESOLUTION

Resolution 6 - Approval of 10% placement facility

To consider and if thought fit, to pass the following resolution as a special resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of

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the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 6 (in any capacity) by or on behalf of any of the following persons:

1. a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the Company); or
2. any Associate of that person (or those persons).

However, the Company need not disregard a vote cast in favour of the Resolution by or on behalf of:

• 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:
• 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.
• and it is not cast on behalf of a related party or associate of a kind referred to above.

DATED: 18 JANUARY 2022

BY ORDER OF THE BOARD

ANDREW METCALFE

COMPANY SECRETARY

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