Lincoln Minerals : Response to ASX Appendix 3X and Appendix 3Z Query Letter

353 Burwood Hwy, Forrest Hill

Victoria 3131

LINCOLN MINERALS LIMITED

ABN 50 050 117 023

18 January 2022

Ms Yushra Haniff

Compliance Adviser, Listings Compliance (Sydney)

Re Lincoln Minerals Limited ('LML'): Appendix 3X - Initial Director's Interest Notice Query and Appendix 3Z - Final Director's Interest Notice

Dear Yushra,

I refer to your letter dated 17 January 2022 regarding the above subject matters.

1. Please explain why the Appendix 3X and 3Z was lodged late.
   This was an administrative oversight due to changes in the Board being made with minimal notice and just prior to Christmas and New Year period.
2. What arrangements does LML have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?
   The Board are regularly reminded by the company secretary to provide any changes in their interests in the company or in contracts with the company to ensure full and complete disclosure of such changes are reported.
3. If the current arrangements are inadequate or not being enforced, what additional steps does LML intend to take to ensure compliance with Listing Rule 3.19B?
   The current arrangements are deemed to be adequate as the delay in disclosing the directors interest notices was an administrative oversight due the time of year that this change in directors occurred.

Yours sincerely

Andrew Metcalfe

Company Secretary

17 January 2022

Reference: 45305

Mr Andrew Metcalfe

Company Secretary

Accosec & Associates

PO Box 255, Seddon VIC 3011.

By email: [e-mail]

Dear Mr Metcalfe

Lincoln Minerals Limited ('LML'): Appendix 3X - Initial Director's Interest Notice Query and Appendix 3Z - Final Director's Interest Notice

ASX refers to the following:

1. LML's Appendix 3X lodged on the ASX Market Announcements Platform ('MAP') on 16 January 2022 for Mr Gao (the '3X Notice');
2. LML's Appendix 3Z lodged on ASX Market Announcements Platform ('MAP') on 16 January 2022 for Mr Tony Raunic (the '3Z Notice');
3. Listing Rule 3.19A which requires an entity to tell ASX the following:

3.19A.1	'The notifiable interests of a director of the entity (or in the case of a trust, a director
	of the responsible entity of the trust) at the following times.
	•	On the date that the entity is admitted to the official list.
	•	On the date that a director is appointed.
	The entity must complete Appendix 3X and give it to ASX no more than 5 business
	days after the entity's admission or a director's appointment.
3.19A.2	A change to a notifiable interest of a director of the entity (or in the case of a trust, a
	director of the responsible entity of the trust) including whether the change occurred
	during a closed period where prior written clearance was required and, if so, whether
	prior written clearance was provided. The entity must complete Appendix 3Y and
	give it to ASX no more than 5 business days after the change occurs.
3.19A.3	The notifiable interests of a director of the entity (or in the case of a trust, a director
	of the responsible entity of the trust) at the date that the director ceases to be a
	director. The entity must complete Appendix 3Z and give it to ASX no more than 5
	business days after the director ceases to be a director.'

4. Listing rule 3.19B which states that:

'An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.'

ASX Limited [[Listings]]

ASX Customer Service Centre 131 279 | asx.com.au

As the 3X Notice indicated that Mr Gao was appointed on 22 December 2021, it appears that the 3X Notice should have been lodged with ASX by 31 December 2021. As the 3X Notice was lodged on 16 January 2022, it appears that LML may have breached listing rules 3.19A and/or 3.19B. It also appears that Mr Gao may have breached section 205G of the Corporations Act 2001 (Cth).

As the 3Z Notice indicated that the director ceased to be a director on 22 December 2021 it appears the 3Z Notice should have been lodged with ASX by 31 December 2021. As it was lodged on 16 January 2022, it appears that LML may have breached Listing Rules 3.19A and/or 3.19B.

Request for Information

Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities.

1. Please explain why the Appendix 3X and 3Z was lodged late.
2. What arrangements does LML have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?
3. If the current arrangements are inadequate or not being enforced, what additional steps does LML intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by no later than 9:30 AMAEDT Thursday, 20 January 2022. You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, LML's obligation is to disclose the information 'immediately'. This may require the information to be disclosed before the deadline set out in the previous paragraph and may require LML to request a trading halt immediately.

Your response should be sent to me by e-mail at [e-mail]. It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Trading halt

If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is appropriate to request a trading halt in LML's securities under Listing Rule 17.1. If you wish a trading halt, you must tell us:

• the reasons for the trading halt;
• how long you want the trading halt to last;
• the event you expect to happen that will end the trading halt;
• that you are not aware of any reason why the trading halt should not be granted; and
• any other information necessary to inform the market about the trading halt, or that we ask for.

We require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted. You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions.

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ASX Customer Service Centre 131 279 | asx.com.au

Suspension

If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in LML's securities under Listing Rule 17.3.

Listing Rules 3.1 and 3.1A

In responding to this letter, you should have regard to LML's obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 - 3.1B. It should be noted that LML's obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

Release of correspondence between ASX and entity

We reserve the right to release a copy of this letter, your reply and any other related correspondence between us to the market under Listing Rule 18.7A.

Questions

If you have any questions in relation to the above, please do not hesitate to contact me.

Kind regards

Yushra Haniff

Compliance Adviser, Listings Compliance (Sydney)

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ASX Customer Service Centre 131 279 | asx.com.au