Ora Gold : Notice of Annual General Meeting 2021

ASX Announcement 24 January 2022

For personal use only

NOTICE OF ANNUAL GENERAL MEETING 2021

Ora Gold Limited (ASX: OAU) (Company) wishes to advise that the following documents will be distributed to shareholders today, Monday 24 January 2022 in respect to the 2021 Annual General Meeting of the Company to be held on Friday 25 February 2022 at 10.00am (AWST).

• Shareholder Notice and Access Letter;
• Notice of Annual General Meeting (including Explanatory Memorandum);
• Proxy Form; and
• 2021 Annual Report (if requested).

The Shareholder Notice and Access Letter, Notice of Annual General Meeting and 2021 Annual Report will be available on the Company's website at www.ora.gold.

The Board has made the decision that it will hold a physical Meeting with appropriate social distancing measures in place. In accordance with the Western Australian Governments mandatory public health directions, people who will be attending the 2021 Annual General Meeting will need to provide proof of COVID-19 double vaccination to gain access to the meeting venue. Unvaccinated people will not be permitted to gain access to the Meeting.

The Company will be closely monitoring the evolving COVID-19 situation. If it becomes necessary or appropriate to make alternative arrangements for holding the 2021 Annual General Meeting, the Company will ensure that shareholders are given as much notice as possible via information lodged with the ASX and the details made available on the Company's website.

The release of this ASX announcement was approved and authorised by the Board.

For further information contact:

Mr Frank DeMarte Company Secretary [phone]

Ora Gold Limited | ABN: 74 950 465 654 | Level 2, 47 Stirling Highway, Nedlands, WA 6009 | PO Box 333, Nedlands, WA 6909

www.ora.gold| [e-mail]| Tel: [phone]

For personal use only

24 January 2022

Dear Shareholder

SHAREHOLDER NOTICE AND ACCESS - NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting (Meeting) of shareholders of Ora Gold Limited (ACN 085 782

1. (Company) will be held at Fellows Room, Level 1, Trinity on Hampden, 230 Hampden Road Crawley WA 6009 on Friday 25 February 2022 at 10:00am (AWST).

The Board has made the decision that it will hold a physical Meeting with appropriate social distancing measures. In accordance with the Western Australian Governments mandatory public health directions, people who will be attending the Annual General Meeting will need to provide proof of COVID-19 double vaccination to gain access to the Meeting venue. Unvaccinated people will not be permitted to gain access to the Meeting venue.

As part of the Australian Government's response in relation to the COVID-19 pandemic, temporary modifications have been made to the Corporations Act 2001 (Cth) under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021. These modifications allow Notices of Meeting (Notice), and other meeting information to be provided online where it can be viewed and downloaded and for the electronic delivery of notices to shareholders. The Notice can be viewed and downloaded from the Company's website at www.ora.gold/asx-announcements.

Shareholders are encouraged to make the switch to paperless communications. It enables the Company to provide you with information more quickly, at a lower cost and with less use of finite resources.

In order to receive electronic communications from the Company in the future, please update your shareholder details at www.investorvote.com.au and log in with your unique shareholder identification number and postcode (or country for overseas residents), where you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the "Vote" tab.

The Company strongly encourages shareholders to lodge a directed proxy form prior to the meeting.

For your voting instructions to be effective, your proxy form must be received by 10:00am (AWST) on Wednesday 23 February 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 are constantly evolving and accordingly, we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify any changes by way of announcement on ASX and the details will also be made available on our website at www.ora.gold.

2-3797-21.OAU.FDM.fd

For personal use only

The Notice 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, please contact the Company on

[phone] or the Company's share registry, Computershare, on 1800 850 505 (within Australia) or [phone] (outside Australia).

On behalf of the Board, thank you for your continued support as a shareholder.

Yours sincerely

Rick Crabb

Chairman

For personal use only

ACN 085 782 994

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting

25 February 2022

Time of Meeting

10.00am (AWST)

Place of Meeting

Fellows Room

Level 1, Trinity on Hampden 230 Hampden Road CRAWLEY WA 6009

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

For personal use only

Ora Gold Limited

ACN 085 782 994

Notice of Annual General Meeting

Notice is given that an Annual General Meeting of Shareholders of Ora Gold Limited ACN 085 782 994 (Company) will be held at Fellows Room, Level 1, Trinity on Hampden, 230 Hampden Road, Crawley, Western Australia on Friday 25 February 2022 at 10.00am (AWST) for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

AGENDA

Financial Reports

To receive and consider the financial report of the Company for the year ended 30 September 2021, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

1 Resolution 1 - Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-bindingresolution:

"That the Remuneration Report for the year ended 30 September 2021 as set out in the 2021 Annual Report be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting exclusion statement: The Company will disregard any votes cast on the Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

1. it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution and expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and
2. it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

1. the appointment specifies the way the proxy is to vote on the Resolution ; or
2. the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution
   .

Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Ora Gold Limited - Notice of Annual General Meeting 2021

1