Resource Generation : Notice of General Meeting/Proxy Form

RESOURCE GENERATION LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT)

ACN 059 950 337 ("Company")

NOTICE OF GENERAL MEETING OF SHAREHOLDERS AND EXPLANATORY STATEMENT

For a Virtual General Meeting of Shareholders to be held on Friday, 27th May 2022 at 11:00 am (AEST)

TO SHAREHOLDERS

Dear Shareholder

21st April 2022

As you may be aware, on 26 October 2020 the Company's Shares were suspended from quotation on the official list of the Australian Securities Exchange ("ASX").

On 2 July 2021, William James Harris, Anthony Norman Connelly and Jason Preston of McGrathNicol, were appointed Voluntary Administrators of the Company.

A proposal by Alt Finance Pty Ltd, for the restructure and recapitalisation of the Company via a Deed of Company Arrangement and Creditors Trust, was submitted to the Deed Administrators

("Recapitalisation Proposal") on 14 January 2022. A creditors' meeting was convened by the Deed Administrators to consider the Recapitalisation Proposal. Creditors accepted the

Recapitalisation Proposal on 10 February 2022, and the Deed of Company Arrangement was signed on 10 February 2022.

The Recapitalisation Proposal requires, and is subject to, various approvals being obtained from the Shareholders ("Resolutions"). Accordingly, the Deed Administrators have called a General Meeting of the Company to consider the Resolutions ("Meeting"). The Virtual Meeting will be held at 11.00 am (Sydney Time) on Friday, 27th May 2022 via teleconference. A summary of the Resolutions being put forward at the Meeting are as follows:

• (1) The company to consolidate shares 1:72;

• (2) The company to allot and issue 92,000,000 shares to raise $235,000; and

• (3) New Directors be appointed to the Company.

Enclosed with this letter are the Notice of General Meeting ("Notice"), the Explanatory Statement, a Proxy Form and Independent Expert's Report.

The Recapitalisation Proposal is also subject to the following conditions ("Conditions"), summarised as follows:

• (a) Payment of $225,000 to the Deed Administrators from the Recapitalisation Fund;

• (b) the Deed Administrators retiring from office upon collection and disbursement of the

  Recapitalisation Fund and all existing creditors' claims as at the date of voluntary administration extinguished;

• (c) the Shareholder Resolutions being approved without amendment; and

• (d) creditors with a security interest registered on the PPSR Register remove such interest from the personal property securities register established by the Personal Property Securities Act, 2009.

If the Conditions are not met or waived by 31 October 2022 or such other date as agreed by the

Deed Administrators and Alt Finance Pty Ltd or if it appears the terms of the Deed of Company Arrangement cannot be fulfilled, then the Deed Administrators may take steps to place the

Company into Liquidation.

Alt Finance Pty Ltd's role will cease when the Deed of Company Arrangement is effectuated.

In considering the Resolutions, Shareholders should bear in mind the Company's current financial circumstances. As mentioned above, the Company's Shares have been suspended from quotation on the ASX since 26 October 2020 and the Company requires recapitalisation in order to continue its operations and to seek reinstatement of its Shares to official quotation on the ASX. The Company will have to comply with Chapters 1 and 2 of the ASX Listing Rules. Re-compliance with Chapters 1 and 2 is warranted as it is contemplated that there will be a change to the Company's business after it comes out of external administration. Alt Finance Pty Ltd will not be lodging an In-Principle Advice as to suitability of the proposal to re-quote the shares. As stated above, Alt Finance Pty Ltd's role will cease upon effectuation of the Deed of Company Arrangement. Alt Finance Pty Ltd's role as Deed Proponent ceases upon effectuation of the DOCA. However, Alt Finance Pty Ltd may have a continuing interest in the restructured company, as a shareholder only, if shareholders approve Resolution 3. The ASX has absolute discretion in deciding whether or not to re-admit the company to the official list and to quote its securities. This means the Company may not be reinstated and the shares may never be quoted. Re-quotation is a difficult and complex exercise. Also, new shares that are issued under the Resolutions proposed in this notice of meeting may be subject to escrow.

Ultimately, if the Resolutions are approved and implemented, the Company will be debt free, and in a position to seek opportunities to create shareholder wealth.

If the Resolutions are not approved and the Conditions have not been met by the time stated in the Deed of Company Arrangement, the Deed of Company Arrangement may terminate in which case the Company may be placed into Liquidation. It is expected that there will be no return to Shareholders in a Liquidation.

Preparation of and responsibility for this document

The Deed Administrators have given their consent to convene the meeting and to despatch this Notice and the Explanatory Statement but express no opinion about any of the contents (including, but not limited to, any statements regarding the Recapitalisation Proposal).

The Deed Administrators have not independently verified any of the information contained in this Notice or Explanatory Statement. Neither the Deed Administrators nor any servants, representatives, agents or employees of the Deed Administrators' firm make any representations or warranties (express or implied) as to the accuracy, reasonableness or completeness of the information contained in this Notice or the Explanatory Statement.

To the fullest extent permitted by law, all such parties and entities expressly disclaim any and all liability for, based on or relating to, any such information contained in or omissions from this Notice and the Explanatory Statement.

The Deed Administrators make no recommendation about how shareholders should vote on the resolutions contained in this Notice and have not undertaken any due diligence in relation to the Recapitalisation Proposal and have relied upon correspondence with Alt Finance Pty Ltd and its advisors.

The ASX does not take any responsibility for the contents of this Notice of Meeting, and the fact that the ASX may re-admit the Company's securities to quotation on its official list is not to be taken in any way as an indication of the merits of the Company.

Investment Decisions

This document does not take into account the individual investment objectives, financial situation or particular needs of any other person. Shareholders should seek professional advice from a licensed financial advisor, accountant, stockbroker, lawyer or other appropriate adviser.

Yours faithfully

Mr William James Harris - Deed Administrator

Resource Generation Limited (ACN 059 950 337) (Subject to Deed of Company Arrangement)

Virtual Meeting Notes

Dear Shareholder,

Enclosed is a notice of general meeting (Meeting) of shareholders of Resource Generation Limited (Subject to Deed of Company Arrangement).

Due to health concerns and the potential of further government-imposed restrictions on public gatherings arising from the COVID-19 pandemic, Shareholder attendance at the Meeting in person is not feasible, and Shareholders are encouraged to participate in the Meeting online and by appointing a proxy.

On 29 March 2021, ASIC advised that it had adopted a 'no-action' position in relation to the convening and holding of virtual meetings. In order to provide the market with a degree of certainty during this time, ASIC's 'no-action' position:

•  Supports the holding of meetings using appropriate technology; and

•  Facilitates electronic notice of meetings including supplementary notices.

ASIC has stated that the 'no-action' position is intended to facilitate businesses to hold their meetings effectively during the ongoing pandemic where there is still uncertainty around restrictions on gatherings and travel.

The Company will convene the Meeting pursuant to the ASIC 'no-action' position.

On this basis, the Company has adopted the following approach for the Meeting:

The Meeting will be held via an online platform, at:

https://us02web.zoom.us/j/82017832848?pwd=MXJVcUxFNFcrYWw1VkNoT0hZL2Z3QT09

Meeting ID: 820 1783 2848

Passcode: RESGEN

Please ensure you have submitted a proxy two days before the meeting.