OreCorp : 23/10/2020 - Notice of Annual General Meeting/Proxy Form

A B N 2 4 1 4 7 9 1 7 2 9 9

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

The Annual General Meeting of the Company will be held virtually on Wednesday, 25 November 2020 at 2:00pm (AWST) using the online platform provided by our share registry, Computershare, https://web.lumiagm.com/334192275

This document is important and requires your immediate attention.

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 accountant, solicitor or other professional adviser prior to voting.

The Annual General Meeting will be held as a virtual meeting; physical attendance is not being offered in order to ensure the health and safety of staff and shareholders. Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting.

Information regarding virtual attendance and voting are included on pages 2 and 3 of this Notice of Meeting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary, Dion Loney, by telephone on [phone].

1

ORECORP LIMITED

A B N 2 4 1 4 7 9 1 7 2 9 9

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of OreCorp Limited (the Company) will be conducted as a virtual meeting on Wednesday, 25 November 2020 at 2:00pm (AWST) (Meeting).

Given the significant health concerns attributed to the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian State and Federal governments, the Company considers it appropriate to:

• send this Notice and other information electronically; and
• hold the Meeting as a virtual meeting,

in a manner that is consistent with the temporary modifications to the Corporations Act 2001.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice. Terms and abbreviations used in this Notice, the Explanatory Memorandum and the Proxy Form are defined in Schedule 1 of the Explanatory Memorandum.

The Directors have determined for the purposes of the Corporations Act that the persons eligible to vote at the Meeting are those who are registered as a Shareholder on Monday, 23 November 2020 at 4:00pm (AWST). Share transfers registered after that time will be disregarded for the purposes of determining entitlements to attend and vote at the Meeting.

Virtual Attendance and Voting

Shareholders can attend, vote and ask questions at the AGM using one of the following methods:

• from your computer or mobile device, by entering the following URL address in your web browser: https://web.lumiagm.com/334192275; or
• by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store and entering the meeting ID 334-192-275.

The online AGM platform will allow Shareholders to hear from the Chairman, view the Managing Director and CEO's presentation, vote and submit questions in real-time.

Important information: To participate and vote online you will need your shareholder number and postcode. Registration will open 30 minutes before the commencement of the meeting.

Proxy holders will need their proxy number which can be obtained from Computershare on [phone] prior to the meeting.

Whilst Shareholders will have the opportunity to ask questions during the Meeting, Shareholders are encouraged to submit questions in advance in writing to Dion Loney, Company Secretary, at [e-mail].

Voting by Proxy

A Proxy Form is attached to this Notice. This is to be used by Shareholders if they wish to appoint a representative to vote in their place. All Shareholders are invited and encouraged to attend the Meeting virtually or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting virtually.

2

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• a proxy need not be a member of the Company; and
• a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details regarding the appointment of proxies and lodgement of Proxy Forms.

To be valid, your Proxy Form (and any power of attorney under which it is signed) must be received at one of the addresses given below no later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid.

By online voting: www.investorvote.com.au

By fax: [phone] (within Australia) or ([phone] (outside Australia)

By post:

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne VIC 3001

Custodian Voting: for intermediary online subscribers only (Custodians) please submit your voting intentions at intermediaryonline.com.

AGENDA

1. Financial Statements and Reports

To consider the financial statements, Directors' Report and Auditor's Report of the Company and its controlled entities for the year ended 30 June 2020. While no resolution is required for this item, Shareholders will be given an opportunity to ask questions and make comments on the financial statements and reports.

2. Resolution 1 - Remuneration Report

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

"That the Remuneration Report for the financial year ended 30 June 2020 be adopted."

The vote on the Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement

In accordance with sections 250R and 250BD(1) of the Corporations Act, a vote on the Resolution must not be cast (in any capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on the Resolution (as set out above) and either:

1. the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote; or
2. the person is the Chairman and the appointment of the Chairman as proxy:
3. 1. does not specify the way the proxy is to vote on the Resolution; but
   2. expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman intends to vote available proxies IN FAVOUR of Resolution 1.

3

3. Resolution 2 - Re-election of Director - Mr Craig Williams

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

"That Mr Craig Williams, who retires by rotation in accordance with clause 13.2 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

The Chairman intends to vote available proxies IN FAVOUR of Resolution 2.

4. Resolution 3 - Re-election of Director - Mr Robert Rigo

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

"That Mr Robert Rigo, who retires by rotation in accordance with clause 13.2 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

The Chairman intends to vote available proxies IN FAVOUR of Resolution 3.

5. Resolution 4 - Approval of the Incentive Plan

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

"That, for the purposes of Listing Rule 7.2 (Exception 13), and for all other purposes, shareholders approve the grant of options and performance rights, and issue of Shares by the Company under the Incentive Plan on the terms described in the Explanatory Memorandum accompanying this notice."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is eligible to participate in the Incentive Plan, or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

1. a person or 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
2. the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman 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 the directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on the Resolution if:

1. the proxy is either:
2. 1. a member of the Key Management Personnel; or
   2. a Closely Related Party of such member; and
3. the appointment does not specify the way the proxy is to vote on the Resolution. However, the above prohibition does not apply if:
4. the proxy is the Chairman; and
5. the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

The Chairman intends to vote available proxies IN FAVOUR of Resolution 4.

4