Peel Mining : Notice of Annual General Meeting/Proxy Form

PEEL MINING LIMITED

ACN 119 343 734

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	10:00 am (WST)
DATE:	22 November 2023
PLACE:	Quest Kings Park
	54 Kings Park Road
	WEST PERTH WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice 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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00 pm (WST) on 20 November 2023.

B US I N E S S O F T HE M E E T I N G

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.
2. 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 2023."

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

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR GRAHAM HARDIE

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

"That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Graham Hardie, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 - APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

5. RESOLUTION 4 - ISSUE OF INCENTIVE OPTIONS TO DIRECTOR - MR JAMES SIMPSON

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,000,000 Options to Mr James Simpson (or their nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement."

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A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

6. RESOLUTION 5 - ISSUE OF INCENTIVE OPTIONS TO DIRECTOR - MR ROBERT TYSON

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,500,000 Options to Mr Robert Tyson (or their nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

7. RESOLUTION 6 - ISSUE OF INCENTIVE OPTIONS TO DIRECTOR - MR MARK OKEBY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,500,000 Options to Mr Mark Okeby (or their nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

8. RESOLUTION 7 - ISSUE OF INCENTIVE OPTIONS TO DIRECTOR - MR GRAHAM HARDIE

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 500,000 Options to Mr Graham Hardie (or their nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

9. RESOLUTION 8 - APPROVAL OF POTENTIAL TERMINATION BENEFITS TO BE GIVEN TO EXECUTIVES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 200B and 200E of the Corporations Act, and for all other purposes, approval is given for Potential Termination Benefits to be given to the Executives (or their nominees) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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Voting Prohibition Statements

	Resolution 1 - Adoption				A vote on this Resolution must not be cast (in any capacity) by or on behalf
	of Remuneration Report				of either of the following persons:
					(a)	a member of the Key Management Personnel, details of whose
						remuneration are included in the Remuneration Report; or
					(b)	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:
					(a)	the voter is appointed as a proxy by writing that specifies the way
						the proxy is to vote on this Resolution; or
					(b)	the voter is the Chair and the appointment of the Chair as proxy:
						(i)	does not specify the way the proxy is to vote on this
							Resolution; and
						(ii)	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 4 - 7- Issue				In accordance with section 224 of the Corporations Act, a vote on this
	of Incentive Options to				Resolution must not be cast (in any capacity) by or on behalf of a related
	Directors - Mr James				party of the Company to whom the Resolution would permit a financial
	Simpson , Mr Robert				benefit to be given, or an associate of such a related party (Excluded Party).
	Tyson, Mr Mark Okeby				However, the above prohibition does not apply if the vote is cast by a person
	and Mr Graham Hardie				as proxy appointed by writing that specifies how the proxy is to vote on the
					Resolution and it is not cast on behalf of an Excluded Party.
					In accordance with section 250BD of the Corporations Act, a person
					appointed as a proxy must not vote, on the basis of that appointment, on
					this Resolution if:
					(a)	the proxy is either:
						(i)	a member of the Key Management Personnel; or
						(ii)	a Closely Related Party of such a member; and
					(b)	the appointment does not specify the way the proxy is to vote on
						this Resolution.
					Provided the Chair is not an Excluded Party, the above prohibition does not
					apply if:
					(a)	the proxy is the Chair; and
					(b)	the appointment expressly authorises the Chair to exercise the
						proxy even though this Resolution is connected directly or
						indirectly with remuneration of a member of the Key Management
						Personnel.
	Resolution 8 -				In accordance with section 250BD and section 200E(2A) of the Corporations
	Approval of Potential				Act, a person appointed as a proxy must not vote, on the basis of that
	Termination Benefits to				appointment, on this Resolution if:
	be given to Executives				(a)	the proxy is either:
						(i)	a member of the Key Management Personnel; or
						(ii)	a Closely Related Party of such a member; and
					(b)	the appointment does not specify the way the proxy is to vote on
						this Resolution.
					However, the above prohibition does not apply if:
					(a)	the proxy is the Chair; and
					(b)	the appointment expressly authorises the Chair to exercise the
						proxy even though this Resolution is connected directly or
						indirectly with remuneration of a member of the Key Management
						Personnel.

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 4 - Issue of		James Simpson or any other person referred to in Listing Rule 10.14.1, 10.14.2
Incentive Options to		or 10.14.3 who is eligible to participate in the employee incentive scheme in
Director - Mr James		question or an associate of that person or those persons.
Simpson
Resolution 5 - Issue of		Robert Tyson or any other person referred to in Listing Rule 10.14.1, 10.14.2 or
Incentive Options to		10.14.3 who is eligible to participate in the employee incentive scheme in
Director - Mr Robert		question an associate of that person or those persons.
Tyson
Resolution 6 - Issue of		Mark Okeby or any other person referred to in Listing Rule 10.14.1, 10.14.2 or
Incentive Options to		10.14.3 who is eligible to participate in the employee incentive scheme in
Director - Mr Mark		question (including or an associate of that person or those persons.
Okeby
Resolution 7 - Issue of		Mr Graham Hardie or any other person referred to in Listing Rule 10.14.1,
Incentive Options to		10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
Director - Mr Graham		scheme in question or an associate of that person or those persons.
Hardie

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.

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the
  Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that Resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Link Market Services Limited will need to verify your identity. You can register from 9.30am WST on the day of the Meeting.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on [phone].

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E XP L A N A TO R Y S TA TE M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS
   In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.
   The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.peelmining.com.au.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

1. General
   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
   The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.
   The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2. Voting consequences
   A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
   If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
   All of the directors of the company who were in office when the directors' report
   (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
   Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR GRAHAM HARDIE

1. General
   Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
   The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
   Mr Graham Hardie, who has served as a Director since 24 February 2010and was last re-elected on 29 November 2021, retires by rotation and seeks re-election.
2. Qualifications and other material directorships
   Mr Hardie is the principal of Hardie Finance Corporation, a private Perth-based property development company, and is also the principal of Entertainment Enterprises, a private Perth-based hospitality company.
   He is a Fellow of the Institute of Chartered Accountants and a former partner in a leading Chartered Accounting firm. Mr Hardie has extensive commercial and financial experience and has held board positions on a number of public companies in the mining, media, transport and retail industries.
   No other directorships were held in the past 3 years.
3. Independence
   If re-elected the Board considers Mr Graham Hardie will be an independent Director.
4. Technical information required by Listing Rule 14.1A
   If Resolution 2 is passed, Mr Hardie will be re-elected to the Board as an independent Director.
   In the event that Resolution 2 is not passed, Mr Hardie will not continue in his role as an independent Director.
5. Board recommendation
   The Board has reviewed Mr Hardie's performance since his appointment to the Board and considers that their skills and experience will continue to enhance the
   Board's ability to perform its role. Accordingly, the Board supports the re-election of Mr Hardie and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 - APPROVAL OF 7.1A MANDATE

4.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval

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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.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).

An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $69,692,144 (based on the number of Shares on issue and the closing price of Shares on the ASX on 5 October 2023).

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution.

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 3:

1. Period for which the 7.1A Mandate is valid
   The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:
2. 1. the date that is 12 months after the date of this Meeting;
   2. the time and date of the Company's next annual general meeting; and
   3. the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
3. Minimum price
   Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity

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Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

1. 1. the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
   2. if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued.
2. Use of funds raised under the 7.1A Mandate
   The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the advancement of its 100% owned copper focused South Cobar Project and general working capital. The South Cobar Project is located in Central NSW and contains the Mallee Bull, Wirlong, Southern Nights and Wagga Tank mineral deposits.
3. Risk of Economic and Voting Dilution
   Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.
   If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.
   The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 5 October 2023.
   The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

	Number of Shares on				Shares
				issued -
	Issue (Variable A in Listing
				10% voting
	Rule 7.1A.2)
				dilution
	Current					580,767,868				58,076,786
					Shares				Shares
	50%				871,151,802				87,115,180
	increase					Shares				Shares
	100%				1,161,535,736				116,153,573
	increase					Shares				Shares

Dilution

					Issue Price
	$0.06				$0.12					$0.18
	50%				Issue Price					50%
	decrease							increase
				Funds Raised
	$3,484,607				$6,969,214					$10,453,821
	$5,226,910				$10,453,821					$15,680,732
	$,6,969,214				$13,938,428					$20,907,643

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-

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