Legend Mining : Notice of Annual General Meeting/Proxy Form

LEGEND MINING LIMITED

ABN 22 060 966 145

For personal use only

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting

29 April 2022

Time of Meeting

3.00 pm (WST)

Place of Meeting

The Celtic Club 48 Ord Street, West Perth WA 6005

Legend Mining Limited 2022 Annual General Meeting

Legend Mining Limited (Legend or the Company) advises Shareholders that the Meeting will be held in compliance with the Western Australian government's restrictions on public gatherings. Subject to the Western Australian government's restrictions on public gatherings at the date of the Annual General Meeting, the Company has determined that Shareholders will have the opportunity to participate in the Meeting in person and online.

The Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting, by no later than 3.00pm (AWST) on Wednesday, 27 April 2022.

1. live webcast and electronic voting viahttps://www.advancedshare.com.au/Dashboard/Virtual-Meeting-Centre-Loginwill be offered to Shareholders who wish to attend, and participate in, the Meeting virtually.

Please refer to the Meeting ID and Shareholder ID on the proxy form provided with this Notice of Annual General Meeting to login to the website.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company's website at www.legendmining.com.au.

The Company has determined that all resolutions will be decided on a poll.

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should

vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

The 2021 Annual Report may be viewed on ASX and on the Company's website at www.legendmining.com.au

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LEGEND MINING LIMITED

ABN 22 060 966 145

For personal use only

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Legend Mining Limited (Company) will be held at The Celtic Club 48 Ord Street, West Perth WA 6005 on 29 April 2022 at 3.00pm (WST) for the purpose of transacting the following business. The Explanatory Memorandum provides additional information on matters to be considered at the Annual General Meeting. The attached proxy form and Explanatory Memorandum form part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report, together with the Directors' and auditor's reports for the financial year ended 31 December 2021.

RESOLUTION 1 - RE-ELECTION OF OLIVER KIDDIE AS A DIRECTOR

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

"That, for the purpose of Listing Rule 14.5, rule 38.1(c) of the Constitution and for all other purposes, Mr Oliver Kiddie, who retires by rotation as a Director, and being eligible, having offered himself for re-election, is re-elected as a Director."

RESOLUTION 2 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

"That, for the purpose of Section 250R(2) of the Corporations Act, and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition: In accordance with section 250BD of the Corporations Act, 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 a Closely Related Party of such a member; or
2. a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related Party of such 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 3 - ADOPTION OF NEW CONSTITUTION

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

"That, pursuant to and in accordance with section 136 of the Corporations Act and for all other purposes, the Company repeal its current Constitution and adopt the New Constitution tabled at the Meeting with effect from the close of the Meeting, on the terms and conditions in the Explanatory Memorandum."."

OTHER BUSINESS

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

Legal/78055286_4

Legend Mining Limited

Annual General Meeting 29 April 2022

For personal use only

EXPLANATORY MEMORANDUM

The accompanying Explanatory Memorandum forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Memorandum.

PROXIES

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. Subject to Australian government's restrictions on public gatherings, all Shareholders are invited and encouraged to participate in the Meeting (see details below) or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person (subject to the voting exclusions detailed in the Notice).

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• a proxy need not be a member of the Company;
• a member may appoint a body corporate or an individual as its proxy; and
• a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy forms for the meeting should be lodged before 3.00 pm (WST) on 27 April 2022:

• by email [e-mail]
• in person at 110 Stirling Highway, Nedlands WA, Australia 6009
• by post to PO Box 1156 Nedlands WA, Australia 6909
• by facsimile [phone]
• by online lodgement:https://www.advancedshare.com.au/Investor-Login

If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company determines that members holding Shares at 5.00 pm (WST) on 27 April 2022 will be entitled to participate and vote at the Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with 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.

REVOCATION OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

ATTENDANCE AT MEETING

Legend Mining Limited (Legend or the Company) advises Shareholders that the Meeting will be held in compliance with the Western Australian government's restrictions on public gatherings. Subject to the Western Australian government's restrictions on public gatherings at the date of the Annual General Meeting, the Company has determined that Shareholders the opportunity to participate in the Meeting in person in addition to online.

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Legend Mining Limited

Annual General Meeting 29 April 2022

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company's website at www.legendmining.com.au.

Shareholders can also submit any questions in advance of the Meeting by emailing the questions to [e-mail] by no later than 5.00 PM (WST) 27 April 2022.

VOTING OF PROXIES

The Proxy Form accompanying this Explanatory Memorandum confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting.

Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of proxy form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy).

By order of the Board
__________________________
Tony Walsh, Company Secretary	Dated: 16 March 2022

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Legal/78055286_4

Legend Mining Limited

Annual General Meeting 29 April 2022

For personal use only

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at The Celtic Club 48 Ord Street, West Perth WA 6005 on 29 April 2022 commencing at 3.00pm (WST).

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Memorandum are defined in the Glossary.

FINANCIAL STATEMENTS AND REPORTS

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the financial report, the Directors' report and the auditor's report for the financial year ended 31 December 2021.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered a reasonable opportunity to:

• discuss the Annual Report which is available online from the Company's websitewww.legendmining.com.au;
• ask questions about, or comment on, the management of the Company; and
• ask the auditor questions about the conduct of the audit, the preparation and content of the auditor's report, accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• the content of the auditor's report; and
• the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

RESOLUTION 1 - RE-ELECTION OF OLIVER KIDDIE AS A DIRECTOR

1.1 General

Mr Oliver Kiddie was first appointed as an Executive Director, on 10 August 2020. Mr Kiddie was last re-elected as an Executive Director on 30 April 2021.

In accordance with ASX Listing Rule 14.5, an entity which has directors must hold an election of directors at each annual general meeting (at least one director must stand for election or re-election). Pursuant to rule 38.1(c) of the Constitution, one third of the Company's directors must retire at each annual general meeting.

These requirements for a Director to retire do not apply to a Managing Director.

Rule 38.3 of the Constitution states that a retiring director shall be eligible for re-election.

Accordingly, Resolution 1 provides that Mr Kiddie will retire by rotation at this Meeting and, being eligible, offers himself for re-election.

Resolution 1 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote.

The Chair intends to exercise all available proxies in favour of Resolution 1.

1.2 Director's Biography

Oliver Kiddie, BSc App Geol, MAusIMM, MAICD, (appointed 10 August 2020 and elected on 30 April 2021) is a geologist with over 20 years' experience across exploration, resource definition, project development, and production throughout Australia and internationally.

Mr Kiddie has extensive experience in base metal and gold exploration through senior management and executive positions, working for companies including Dominion Mining, European Goldfields, and most recently as GM Exploration for the Creasy Group. He led the exploration team of the Fraser Range project for the Creasy Group, including the discovery, resource definition, and mining lease P a g e | 5

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