General Announcement::MINUTES OF ANNUAL GENERAL MEETING HELD ON 26 NOVEMBER 2021

SOUTHERN ALLIANCE MINING LTD.

(the "Company")

(Company Registration No.: 201931423D)

(Incorporated in the Republic of Singapore)

	MINUTES OF ANNUAL GENERAL MEETING
PLACE	: Held by way of electronic means
DAY & DATE	: Friday, 26 November 2021
TIME	: 10.00 a.m.
PRESENT	: As per the attendance list maintained by the Company.
IN ATTENDANCE	: As per the attendance list maintained by the Company.
CHAIRMAN	: Dato' Teh Teck Tee

WELCOME ADDRESS

Dato' Teh Teck Tee, the Chairman of the Meeting (the "Chairman") welcomed the shareholders of the Company (the "Shareholders") to the Annual General Meeting ("AGM" or the "Meeting") of Southern Alliance Mining Ltd. (the "Company", and together with its subsidiaries, the "Group") convened and held by way of electronic means in view of the current COVID-19 restriction orders in Singapore and the related safe distancing measures.

QUORUM

Having confirmed with the Company Secretary that a quorum in accordance with the Company's Constitution was present, the Chairman called the AGM to order.

The Chairman introduced the Directors, Management and other professional teams who joined the Meeting via webcast to the Shareholders.

NOTICE

The Chairman took the notice of the Meeting ("Notice of AGM") as read.

QUESTIONS FROM SHAREHOLDERS

It was noted that the Company had invited Shareholders to submit their questions in relation to the resolutions set out in the Notice of AGM prior to the Meeting. There was no question received from Shareholders as at the cut-off date prior to the Meeting. The Company had responded to the queries received from the Securities Investor Association (Singapore) on the Annual Report for the financial year ended 31 July 2021 in an announcement published on the SGXNet on 24 November 2021. The Chairman then proceeded with the business of the Meeting.

VOTING BY POLL

The Chairman informed the Shareholders that the resolutions tabled at the Meeting would be decided by poll based on proxy votes received before the Meeting. The Chairman also informed the Meeting that in his capacity as Chairman of the Meeting, he had accepted the appointment as proxy by Shareholders and he would be voting in accordance with Shareholders' valid instructions given in the

SOUTHERN ALLIANCE MINING LTD.

Minutes of Annual General Meeting held on 26 November 2021

Page 2 of 5

proxy forms received.

The Chairman informed the Meeting that the Company had appointed Entrust Advisory Pte. Ltd. as the Scrutineer for the Meeting. The Scrutineer had independently verified all votes received for the resolutions tabled.

ORDINARY RESOLUTION 1:

TO RECEIVE AND ADOPT THE DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 JULY 2021 TOGETHER WITH THE AUDITOR'S REPORT THEREON

The Chairman informed the Meeting that the first item on the agenda was to receive and adopt the Directors' Statement and Audited Financial Statements of the Company for the financial year ended 31 July 2021 together with the Auditors' Report thereon.

ORDINARY RESOLUTION 2:

TO DECLARE A FINAL TAX EXEMPT (1-TIER) DIVIDEND OF S$0.016 PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 JULY 2021

The second item on the agenda was to declare a final tax exempt (1-tier) dividend of S$0.016 per ordinary share for the financial year ended 31 July 2021.

ORDINARY RESOLUTION 3:

RE-ELECTION OF DATO' SRI PEK KOK SAM AS DIRECTOR WHO IS RETIRING PURSUANT TO REGULATION 96 OF THE COMPANY'S CONSTITUTION

The third item on the agenda was to re-elect Dato' Sri Pek Kok Sam, who retired pursuant to Regulation 96 of the Company's Constitution and had offered himself for re-election as a Director of the Company.

Upon re-election as a Director of the Company, Dato' Sri Pek Kok Sam shall remain as Chief Executive Officer and Executive Director and a member of the Nominating Committee.

The Chairman handed over the conduct of the next agenda item to Dato' Gainneos Jacob Goldie, as the next resolution related to his re-election as a Director of the Company.

ORDINARY RESOLUTION 4:

RE-ELECTION OF DATO' TEH TECK TEE AS DIRECTOR WHO IS RETIRING PURSUANT TO REGULATION 96 OF THE COMPANY'S CONSTITUTION

Ordinary Resolution 4 was to re-elect Dato' Teh Teck Tee, who retired pursuant to Regulation 96 of the Company's Constitution and had offered himself for re-election as a Director of the Company.

Upon re-election as a Director of the Company, Dato' Teh Teck Tee shall remain as a Non-Executive and Non-Independent Chairman and a member of the Remuneration Committee.

Dato' Gainneos Jacob Goldie handed back the chair to the Chairman, who resumed the conduct of the Meeting.

ORDINARY RESOLUTION 5:

TO APPROVE PAYMENT OF DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 31 JULY 2022

Ordinary Resolution 5 was to approve the payment of Directors' fees of S$228,000 for the financial year ending 31 July 2022.

SOUTHERN ALLIANCE MINING LTD.

Minutes of Annual General Meeting held on 26 November 2021

Page 3 of 5

ORDINARY RESOLUTION 6:

RE-APPOINTMENT OF AUDITORS

Ordinary Resolution 6 was to re-appoint Messrs Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. Messrs Ernst & Young LLP had expressed their willingness to continue in office.

SPECIAL BUSINESS:

ORDINARY RESOLUTION 7:

AUTHORITY TO ALLOT AND ISSUE SHARES

The Chairman informed the Meeting that they have come to the special business of this Meeting.

Ordinary Resolution 7 was to authorise the Directors to allot and issue shares pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Catalist Rules. The full text of the motion was set out in the Notice of AGM dated 4 November 2021.

ORDINARY RESOLUTION 8:

AUTHORITY TO ALLOT AND ISSUE SHARES UNDER THE SOUTHERN ALLIANCE MINING PERFORMANCE SHARE PLAN

Ordinary Resolution 8 was to authorise the Directors to allot and issue shares pursuant to the Southern Alliance Mining Performance Share Plan. The full text of the motion was set out in the Notice of AGM dated 4 November 2021.

RESULTS OF THE POLL

The results of the poll on each resolution put to vote at the AGM, duly verified by the Independent Scrutineer, Entrust Advisory Pte. Ltd., was presented at the Meeting as follows:

						For		Against
										As a
								As a		percentage
								percentage		of total
					Total No. of			of total		number of
					Shares			number of
								votes for
					represented			votes for
								and against
					by votes for			and against
								the
					and against			the
								resolution
Resolution No. and	the relevant			resolution
	Details			resolution	No. of shares		(%)	No. of shares	(%)
Ordinary Resolution 1
To receive and adopt the
Directors' Statement	and
the	Audited	Financial
Statements	of	the	410,000,000	410,000,000		100.00%	0	0.00%
Company for the financial
year ended 31 July 2021
together	with	the
Auditors' Report thereon.
Ordinary Resolution 2
To	declare	a	final tax	410,000,000	410,000,000		100.00%	0	0.00%
exempt (1-tier) dividend
of	S$0.016	per	ordinary

SOUTHERN ALLIANCE MINING LTD.

Minutes of Annual General Meeting held on 26 November 2021

Page 4 of 5

For

Against

As a

As a

percentage

percentage

of total

Total No. of

of total

number of

Shares

number of

votes for

represented

votes for

and against

by votes for

and against

the

and against

the

resolution

Resolution No. and

the relevant

resolution

Details

resolution

No. of shares

(%)

No. of shares

(%)

share

for

the

financial

year ended 31 July 2021

Ordinary Resolution 3

To re-elect Dato' Sri Pek

Kok Sam, as a Director of

the

Company,

who

is

retiring

by

rotation

66,220,000

66,220,000

100.00%

0

0.00%

pursuant to Regulation 96

of

the

Company's

Constitution.

Ordinary Resolution 4

To re-elect Dato' Teh

Teck Tee, as a Director of

the

Company,

who

is

retiring

by

rotation

379,900,000

379,900,000

100.00%

0

0.00%

pursuant to Regulation 96

of

the

Company's

Constitution.

Ordinary Resolution 5

To approve the payment

of

Directors'

fees

of

S$228,800

for

the

410,000,000

410,000,000

100.00%

0

0.00%

financial year

ended

31

July 2022.

Ordinary Resolution 6

To re-appoint Messrs

Ernst & Young LLP as

Auditors of the Company

410,000,000

410,000,000

100.00%

0

0.00%

and

to

authorise

the

Directors

to

fix their

remuneration.

Ordinary Resolution 7

Authority

to

allot

and

410,000,000

410,000,000

100.00%

0

0.00%

issue shares.

Ordinary Resolution 8

Authority

to

allot

and

issue

Shares

under

the

410,000,000

410,000,000

100.00%

0

0.00%

Southern Alliance Mining

Performance Share Plan.

SOUTHERN ALLIANCE MINING LTD.

Minutes of Annual General Meeting held on 26 November 2021

Page 5 of 5

Based on the results of the poll, Chairman declared that all resolutions set out in the Notice of AGM dated 4 November 2021 were duly carried.

CONCLUSION

There being no other business to transact, the Chairman declared the AGM of the Company closed at

10.10 a.m. and thanked everyone for their attendance.

Confirmed as True Record of Proceedings

_________________________________

Dato' Teh Teck Tee

Chairman of Meeting