Rockfire Resources : Notice of 2020 General Meeting

ROCKFIRE RESOURCES PLC

(Incorporated in England and Wales with registered Company number 07791328)

Notice of General Meeting

Notice is hereby given that a General Meeting ("the GM") of Rockfire Resources plc ('the Company') will be held at Unit 302,1 Sylvan Avenue, Balgowlah NSW, 2093, Australia ( the home of the Chairman) on Tuesday 29th September 2020 at 9.15am (British Summer Time), 6.15pm (Australian Eastern Time) for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as an ordinary resolution in the case of resolution 1 and as special resolutions in the case of resolutions 2 & 3.

In light of the impact of COVID-19 and following the introduction by the UK Government of compulsory measures prohibiting, amongst other things, public gatherings of more than two people, ("Stay at Home" rules) and measures being adopted in Australia, the Company intends to adopt the following approach to this GM:

The GM is expected to be held with only two Directors or senior employees present, each of whom is either a shareholder, or a proxy or a corporate representative appointed by a shareholder. No other shareholder, proxy or corporate representative should seek to attend the GM in person. Attendance at the GM by a shareholder (other than one specifically required to form the quorum for that meeting) is not 'essential for work purposes'.

The Chairman will exercise his powers to exclude any person who attempts to do so, and they will not be permitted entry to the location of the GM.

• All resolutions at the GM will be decided on a poll. Shareholders will still be able to vote in advance of the GM using a form of proxy. To ensure that their vote counts, shareholders should only appoint the Chairman to act as their proxy. Details of how to submit a proxy are set out below.

Questions on the business of the meeting should be submitted by email to [e-mail].

Responses to any questions received will be provided at the GM and released with the announcement of results of the meeting.

We are closely monitoring the impact of COVID19. Full details of the current GM arrangements are set out in the Notice of GM. Should any changes be made to those arrangements we will notify shareholders via RNS announcement and on the Company's website.

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1 THAT,in substitution for all existing and unexercised authorities, the Directors be and they are hereby generally and unconditionally authorised for the purpose of Section 551 of the Companies Act 2006 ('the Act') to exercise all or any of the powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) up to a maximum nominal amount of £250,000 provided that this authority shall, unless previously revoked or varied by the Company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 30 June 2021, unless renewed or extended prior to such time except that the Directors of the Company may before the expiry of such period make an offer or agreement which would or might require equity securities to be allotted after the expiry of such period and the Directors of the Company may allot

equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

1. THAT, the articles of association contained in the document attached to this Resolution be and hereby are approved and adopted as the new articles of association of the Company (the "New Articles") in substitution for and to the entire exclusion of the existing articles of association.
2. THAT, in substitution for all existing and unexercised authorities and subject to the passing of Resolution 1, the Directors of the Company be and they are hereby empowered pursuant to Section 570 of the Companies Act 2006 ('the Act') to allot equity securities (as defined in Section 560 of the Act) pursuant to the authority conferred upon them by Resolution 4 as if Section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution, unless previously revoked or varied by special resolution of the Company in general meeting, shall be limited:
3. 1. to the allotment of equity securities in connection with a rights issue or other pre-emptive issue in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of the ordinary shares held by them subject only to such exclusions or other arrangements as the Directors may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and
   2. to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities or the grant of a right to subscribe for, or to convert; any equity securities into ordinary shares in the Company, up to an aggregate nominal amount of £250,000 in respect of any other issues for cash consideration;

and shall expire on the earlier conclusion of the next Annual General Meeting of the Company or 30 June 2021 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

By order of the Board

Graeme Hogan

Secretary

9 September 2020

Registered Office:

c/- One Advisory Group Ltd

3 Temple Avenue Temple London

EC4Y 0DT

Registered in England and Wales Number: 07791328

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Notes to the Notice of General Meeting

Shareholders are not permitted to attend the GM following the public health guidance and legislation issued by the UK [and Australian] Government(s) in response to the current outbreak of CoVid-19.

Entitlement to attend and vote

1. Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001 and paragraph 18(c) of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the Meeting shall be entitled to attend and vote at the Meeting. In calculating the period of 48 hours mentioned above no account shall be taken of any part of a day that is not a working day.

Appointment of proxies

1. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend and vote at the Meeting and you should have received a proxy form with this notice of meeting. To ensure that their vote counts, shareholders should only appoint the Chairman of the AGM as their proxy.
2. You are strongly encouraged to appoint the Chairman as your proxy, given that no shareholders or third parties will be permitted to attend the meeting other than those required for a quorum.
3. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of proxy using hard copy proxy form

5. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

• completed and signed;
• sent or delivered to Computershare Investor Services plc at The Pavilion, Bridgwater Road, Bristol BS99 6ZY; and
• received by Computershare Investor Services plc no later than 48 hours (excluding non- business days) prior to the Meeting.
• scanned and signed copies of the proxy form may be sent to the following email address [e-mail],uk.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

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Changing proxy instructions

7. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut- off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services plc, The Pavilion, Bridgwater Road, Bristol BS99 6ZY.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

8. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services plc at The Pavilion, Bridgwater Road, Bristol BS99 6ZY;

In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, the revocation notice must be received by Computershare Investor Services plc no later than 48 hours (excluding non-business days) prior to the Meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Issued shares and total voting rights

9. As at 6.00 p.m. British summertime 9th September 2020, the Company's issued share capital comprised 828,063,211 ordinary shares of £0.001 each. All of the ordinary shares have equal voting rights. Therefore, the total number of voting rights in the Company as at 9th September 2020 is 828,063,211.

General

10. The following documents will be available for inspection:

1. at the registered office of the Company during normal business hours on any weekday (public holidays excepted) from the date of this notice until the conclusion of the General Meeting; and
2. at the place of the General Meeting from 15 minutes prior to and during the meeting:
3. • a copy of the register of directors' interests in the shares of the Company and its subsidiaries;
   • copies of all contracts of service under which directors of the Company are employed by the Company or any of its subsidiaries;
   • copies of the non-executive directors' letters of appointment; and
   • a copy of the existing and proposed articles of association of the Company.

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