Whitebark Energy : Notice of Annual General Meeting/Proxy Form

For personal use only

This document is important and requires your immediate attention.

Whitebark Energy Limited

ACN 079 432 796

Notice of Annual General Meeting

and Explanatory Statement

Due to the continuing developments in relation to the COVID-19 pandemic, the Annual General Meeting of Whitebark Energy Ltd will be held virtually via an online platform at https://meetnow.global/MACAGA5at 11.00 am (Adelaide time) on Friday 25 February 2022:

Further information regarding participation in the meeting is set out on page 2 of this document.

For personal use only

Contents

1. Notice of Annual General Meeting
2. Explanatory Statement
3. Proxy form

Important note

This booklet sets out information to assist Shareholders to assess the resolutions to be considered at the Annual General Meeting.

You should read this information carefully and in its entirety before making a decision as to how to vote at the Annual General Meeting. No responsibility is taken for the contents of this booklet by ASIC, ASX or any of their officers.

If you do not fully understand the contents of this information you should consult your financial or legal adviser for assistance.

A Notice of Annual General Meeting and Proxy Form are included in/with this booklet. Shareholders are urged to complete the online proxy at www.investorvote.com.auor return the enclosed Proxy Form as soon as possible, irrespective of whether or not they intend to attend the Annual General Meeting.

Questions

If you have any queries regarding the contents of this booklet or in relation to the Annual General Meeting, please contact the Company Secretary, Ms Kaitlin Smith, on [phone]. Questions may also be submitted by emailing [e-mail] or by submitting an online question when lodging your proxy vote online at www.investorvote.com.au.

How to participate in the AGM online

The Meeting will be accessible to all Shareholders via 'Zoom', which will allow Shareholders to listen to and observe the Meeting and ask questions in relation to the business of the Meeting. If you wish to virtually attend the Meeting via 'Zoom', please pre-register in advance of the Meeting by emailing the Company Secretary at [e-mail] at least two business days before the Meeting.

After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the Meeting.

How to Vote

No voting in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company has determined not to allow Shareholders to physically attend and vote at the Meeting. Please refer to the information below on how Shareholders can vote in advance of or during the Meeting.

Voting in advance

Shareholders can vote in advance of the Meeting by completing and lodging a valid proxy form (see further below for information on completing and returning proxy forms).

Voting virtually during the Meeting

Securityholders must use the Computershare Meeting Platform to vote in the meeting.

To vote in the meeting, you can log in by entering the following URL https://meetnow.global/MACAGA5on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact the call centre before the meeting to obtain their login details.

To vote in the meeting online follow the instructions below.

For personal use only

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on [phone] one hour prior to the meeting to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop down list.
4. Accept the Terms and Conditions and 'Click Continue'.

You can cast votes at the appropriate times while the meeting is in progress.

Proxies

A Shareholder entitled to participate in and vote at the meeting has the right to appoint a proxy, who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder's votes.

Subject to any specific proxy provisions set out in a voting exclusion statement for a resolution (as to which, see the Explanatory Memorandum below):

• if a Shareholder has not directed their proxy how to vote, the proxy may vote as the proxy determines, and
• if a Shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on a resolution, the Chairman will vote in accordance with his voting intention as stated in this Notice of Annual General Meeting.

In order to be valid, the Proxy form must be received by the Company at the address specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 11:00am (Adelaide time) on Wednesday 23 February 2022).

By mail:	Whitebark Energy Limited
	c/- Computershare Investor Services Pty Limited
	GPO Box 242
	MELBOURNE VIC 3001
By fax:	1800 783 447 (within Australia) or
	[phone] (outside Australia)
Online:	at www.investorvote.com.au.
	To use this facility, you will need your holder number (SRN or HIN), postcode and the control
	number shown on your proxy form.

or for Intermediary Online subscribers only (custodians), cast the Shareholder's vote online by visiting www.intermediaryonline.com.

Any Proxy Forms received after that time will not be valid for the Meeting.

Corporate Representative

A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder's or proxy's (as applicable) corporate representative. The authority must be sent to the Company and/or the Company's Share Registry (detailed above) in advance of the meeting.

For personal use only

Whitebark Energy Limited

ACN 079 432 796

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Whitebark Energy Ltd for 2021 will be held at 11.00 am (Adelaide time) on Friday 25 February 2022.

Agenda

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes the business to be transacted at the Annual General Meeting.

Ordinary Business

Financial Statements and Reports

To receive and consider the annual financial report and the reports of the Directors and of the Auditor for the financial year ended 30 June 2021. https://www.whitebarkenergy.com/investor-centre/quarterly-financial- reports/

Resolution 1- Adoption of Remuneration Report

To consider and, if thought fit, pass the following Resolution as a non-binding resolution:

"That, for the purposes of Section 250R (2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2021 be adopted."

Please note that pursuant to Section 250R(3) of the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. 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:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. 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 2- Election of Director - Mr Duncan Gordon

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

"That, for the purpose of ASX Listing Rule 14.4 and article 14.4 of the Constitution and for all other purposes, Mr. Duncan Gordon, who was appointed as a Director by the Board since the last annual general meeting, retires, and being eligible and offers himself for election as a Director, be elected as a Director."

For personal use only

Resolution 3- Election of Director - Mr Matthew White

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

"That, for the purpose of ASX Listing Rule 14.4 and article 14.4 of the Constitution and for all other purposes, Mr. Matthew White, who was appointed as a Director by the Board since the last annual general meeting, retires, and being eligible and offers himself for election as a Director, be elected as a Director."

Resolution 4- Election of Director - Mr Tino Guglielmo

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

"That, for the purpose of ASX Listing Rule 14.4 and article 14.4 of the Constitution and for all other purposes, Mr. Tino Guglielmo, who was appointed as a Director by the Board since the last annual general meeting, retires, and being eligible and offers himself for election as a Director, be elected as a Director."

Resolution 5- Approval of Options to Mr Duncan Gordon

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

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 15,000,000 Options to Mr Duncan Gordon (or their nominee) on the terms and conditions set out in the Explanatory Statement."

Resolution 6- Approval of Options to Mr Matthew White

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

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 15,000,000 Options to Mr Matthew White (or their nominee) on the terms and conditions set out in the Explanatory Statement."

Resolution 7- Approval of Options to Mr Tino Guglielmo

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

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 15,000,000 Options to Mr Tino Guglielmo (or their nominee) on the terms and conditions set out in the Explanatory Statement."

Resolutions 5-7

Voting Exclusion Statement

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions by or on behalf of the following persons: Mr Gordon, Mr White and Mr Guglielmo (or their nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. 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