Rafaella Resources : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

Notice of Extraordinary General Meeting

Tuesday, 26 April 2022

For personal use only

CHAIRMAN'S LETTER

17 March 2022

Dear Shareholders

On behalf of the board of directors (Board) of Rafaella Resources Ltd ACN 623 130 987 (Rafaella), I am pleased to invite you to Rafaella's extraordinary general meeting to be held at 3:00pm (Perth time) on Tuesday, 26 April 2022 at Level 11, London House, 216 St Georges Terrace, Perth WA 6000 (and via videoconference) (Meeting).

At the Meeting, the formal business to be conducted includes:

• ratifying the previous issue of 31,649,998 fully paid ordinary shares in Rafaella (Rafaella Shares) under the first tranche of the placement announced by Rafaella on 16 February 2022 (Placement) and ratifying the grant of 15,824,996 attaching options (each in respect of one Rafaella Share, granted for no consideration, with an exercise price of $0.12, and expiring on 13 April 2024) (being one such attaching option for every two Rafaella Shares) to sophisticated and professional investors;
• approving the issue of 1,666,666 Rafaella Shares under the second tranche of the Placement and the grant of 833,333 attaching options (each in respect of one Rafaella Share, to be granted for no consideration, with an exercise price of $0.12, and expiring on 13 April 2024) (being one such attaching option for every two Rafaella Shares) to certain directors of Rafaella (Directors) who elected to participate in the second tranche of the Placement - the subscription funds of the relevant Directors have been held by Rafaella on their behalf since that date; and
• approving the issue of 600,000 Rafaella Shares and the grant of 1,500,000 options (each in respect of one Rafaella Share, to be granted for $0.00001 per option, with an exercise price of $0.12, and expiring on 13 April 2024) to Vert Capital Pty Ltd (or its nominee) in satisfaction of broking services provided by Vert Capital Pty Ltd in connection with the Placement.

The enclosed Shareholder voting form has instructions on how you can lodge your vote, or appoint a proxy to vote on your behalf, should you be unable to attend. If you have any queries on how to cast your votes or comments or questions on the formal business of the Meeting, please call Amanda Wilton-Heald (Company Secretary) on [phone] on or before 3:00pm (Perth time) on Friday, 22 April 2022.

The Board has made a decision that Shareholders will be able to physically attend the Meeting in person and accordingly, has arranged an appropriate meeting venue. If the Government restrictions and corresponding decision of the Board changes prior to the Meeting, the Board will update Shareholders via the Company's ASX platform and website.

For those Shareholders who are unable to attend the Meeting in person, or who would prefer to attend the Meeting remotely, the Meeting will also be accessible to all Shareholders via videoconference. To access the Meeting by videoconference, Shareholders are advised to contact Amanda Wilton-Heald (Company Secretary) via email at [e-mail].

Yours faithfully

Peter Hatfull

Chairman

Rafaella Resources Limited

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For personal use only

NOTICE OF EXTRAORDINARY GENERAL MEETING

Rafaella Resources Ltd ACN 623 130 987

Notice is given that an extraordinary general meeting (Meeting) of Rafaella Resources Ltd ACN 623 130 987 (Rafaella or Company) will be held at:

LocationLevel 11, London House, 216 St Georges Terrace, Perth WA 6000 (and via videoconference)

Date Tuesday, 26 April 2022

Time 3:00pm (Perth time)

Special business

Resolution 1: Ratification of previous issue of First Tranche Placement Shares

To consider and, if in favour, to pass the following Resolution as an ordinary resolution:

1 'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issue of 31,649,998 First Tranche Placement Shares to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum.'

The Directors unanimously recommend that you vote in favour of Resolution 1.

Resolution 2: Ratification of previous grant of First Tranche Attaching Options

To consider and, if in favour, to pass the following Resolution as an ordinary resolution:

2 'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous grant of 15,824,996 First Tranche Attaching Options (being one First Tranche Attaching Option for every two First Tranche Placement Shares) to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum.' The Directors unanimously recommend that you vote in favour of Resolution 2.

Resolution 3: Approval of issue of Director Placement Shares and grant of Director Attaching Options to Steven Turner

To consider and, if in favour, to pass the following Resolution as an ordinary resolution:

3 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 1,083,332 Director Placement Shares and the grant of 541,666 Director Attaching Options (being one Director Attaching Option for every two Director Placement Shares) to Steven Turner (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.'

The Directors (with Mr Turner abstaining) recommend that you vote in favour of Resolution 3.

Resolution 4: Approval of issue of Director Placement Shares and grant of Director Attaching Options to Robert Wrixon

To consider and, if in favour, to pass the following Resolution as an ordinary resolution:

4 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 583,334 Director Placement Shares and the grant of 291,667 Director Attaching Options (being one Director Attaching Option for every two Director Placement Shares) to Robert Wrixon (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.'

The Directors (with Dr Wrixon abstaining) recommend that you vote in favour of Resolution 4.

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Resolution 5: Approval of issue of Broker Shares to Vert Capital Pty Ltd

To consider and, if in favour, to pass the following Resolution as an ordinary resolution:

5 'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 600,000 Broker Shares to Vert Capital Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Memorandum.'

The Directors unanimously recommend that you vote in favour of Resolution 5.

Resolution 6: Approval of grant of Broker Options to Vert Capital Pty Ltd

To consider and, if in favour, to pass the following Resolution as an ordinary resolution:

6 'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the grant of 1,500,000 Broker Options to Vert Capital Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Memorandum.'

The Directors unanimously recommend that you vote in favour of Resolution 6.

Dated 17 March 2022

By order of the Board

Amanda Wilton-Heald

Company Secretary

Rafaella Resources Limited

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Notes

1. A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy.
2. The proxy need not be a Shareholder of the Company. 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.
3. If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form.
4. If the proxy form specifies the way the proxy is to vote on a particular Resolution the proxy need not vote on a show of hands but if the proxy does so, it must vote as specified in the proxy form.
5. If the proxy has two or more appointments that specify different ways to vote on the Resolution the proxy must not vote on a show of hands.
6. If the proxy is the Chairman of the Meeting, the proxy must vote on a poll or must vote the way specified in the proxy form.
7. If the proxy is not the Chairman of the Meeting the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as specified in the proxy form.
8. If the proxy form specifies the way the proxy is to vote on a particular Resolution and the proxy is not the Chairman of the Meeting and a poll is demanded and either:
9. 1. the proxy is not recorded as attending; or
   2. the proxy does not vote,

the Chairman of the Meeting is deemed the proxy for that Resolution.

1. A corporation may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the
   Company before the Meeting.
2. If you wish to appoint a proxy, to be effective, proxy forms must be received by the Company at its registered office, or received by the Company's share registry, no later than 3:00pm (Perth time) on Sunday, 24 April 2022.
3. The Company has determined under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of voting at the Meeting or an adjourned meeting, securities are taken to be held by those persons recorded in the Company's register of Shareholders as at 7:00pm (Perth time) on Sunday, 24 April 2022.
4. If you have any queries on how to cast your votes, please call Amanda Wilton-Heald (Company Secretary) on [phone] during business hours.

For personal

Voting restrictions

Resolution 1 -

Ratification of previous issue of FirstTranche Placement Shares

Resolution 2 -

Ratification of previous grant of FirstTranche Attaching Options

In accordance with ASX Listing Rule 14.11, Rafaella will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who participated in the issue of the First Tranche Placement Shares the subject of Resolution 1 (being sophisticated and professional investors under the first tranche of the Placement) or any Associate of anysuch person.

However, Rafaella need not disregard a vote cast in favour of Resolution 1 if it is cast by:

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

In accordance with ASX Listing Rule 14.11, Rafaella will disregard any votes cast in favour of Resolution 2 by or on behalf of any person who participated in the grant of the First Tranche Attaching Options the subject of Resolution 2 (being sophisticated and professional investors under the first tranche of the Placement) or any Associate of anysuch person.

However, Rafaella need not disregard a vote cast in favour of Resolution 2 if it is cast by:

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

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