BMG Resources : Notice of General Meeting

For personal use only

22 July 2022

Dear Shareholder

General Meeting - Notice and Proxy Form

Notice is hereby given to current shareholders that a General Meeting (Meeting) of Shareholders of BMG Resources Limited (ACN 107 118 678) (Company) will be held at Level 14, 225 St Georges Terrace, Perth, WA, 6000 at 2.00pm (WST) on Monday, 22 August 2022.

Today, the company released the notice of meeting and explanatory memorandum to ASX (together, Notice of meeting), a copy of the notice can be accessed here: https://www.asx.com.au/asx/share-price-research/company/BMG. In reliance on Part 1.2AA of the Corporations Act in relation to giving the document, the Company will not be posting hard copies of the Notice of Meeting to Shareholders, unless they have previously given the company notice in writing electing to receive notices of meetings in hard copy only.

For shareholders who elected to receive notices by email, a copy of their proxy forms were sent to their nominated email addresses. As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

The Board has made the decision that it will hold a physical Meeting with appropriate social gathering and physical distancing measures in place.

The Company encourages Shareholders to attend the meeting, shareholders who cannot attend the meeting may register votes by lodging your proxy instructions by no later than 48 hours prior to the Meeting (by 2:00pm (WST) on 20 August 2022) either by voting online at:

https://investor.automic.com.au/#/loginsah, or lodging a proxy form by:

post to: Automic, GPO Box 5193, Sydney, NSW, 2001; or

in person to: Automic, Level 5, 126 Phillip Street, Sydney, NSW, 2000; or

by fax: [phone] (within Australia) or [phone] (outside Australia); or

by email to: [e-mail]

Your proxy voting instruction must be received not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

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BMG Resources | ACN: 107 118 678 | T: (61 8) 9424 9390 | E: [e-mail] | www.bmgl.com.au

For personal use only

Shareholders may also lodge questions in advance of the Meeting by emailing the questions to Sean Meakin, Company Secretary at [e-mail], by no later than Monday, 15 August 2022.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice, please contact the Company's share registry, Automic Registry Services on, 1300 288 664 (within Australia) or [phone] (overseas).

Yours sincerely

Bruce McCracken

Managing Director

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BMG Resources | ACN: 107 118 678 | T: (61 8) 9424 9390 | E: [e-mail] | www.bmgl.com.au

For personal use only

BMG Resources Limited

ACN 107 118 678

Notice of General Meeting,

Explanatory Statement and Proxy Form

General Meeting to be held at

Level 14

225 St Georges Terrace

Perth Western Australia 6000

On Monday, 22 August 2022 at 2:00pm (WST)

IMPORTANT NOTE

The Notice of General Meeting and Explanatory Statement should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

For personal use only

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Important Information
Contents
	Item	Page
	Notice of General Meeting	2
	Voting Exclusions	3
	Proxy Appointment, Voting and Meeting Instructions	4
	Explanatory Statement	6
	Glossary	11
	Schedule 1 - Terms of Lead Manager Options	13
	Proxy Form	Attached

Important dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event		Date
Last day for receipt of Proxy Forms - Proxy	2.00pm (WST) on Saturday, 20	August 2022
Forms received after this time will be disregarded
Snapshot date for eligibility to vote	5.00pm (WST) on Saturday, 20	August 2022
General Meeting	2.00pm (WST) on Monday, 22	August 2022

Defined terms

Capitalised terms used in this Notice of General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

For personal use only

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Notice of General Meeting

Notice is hereby given that a General Meeting of BMG Resources Limited (ACN 107 118 678) (BMG or Company) will be held at Level 14, 225 St Georges Terrace, Perth, Western Australia at 2.00pm (WST) on Monday, 22 August 2022.

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary as set out in the Explanatory Statement.

AGENDA

To consider, and if thought fit to pass, the resolutions set out below as ordinary resolutions in respect of Resolutions 1, 2 and 3.

Resolution 1 - Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 34,000,835 Placement Shares to the Placement Participants on 17 June 2022 at an issue price of $0.038 each, made under the Company's Listing Rule 7.1 placement capacity in the manner and on the terms and conditions set out in the Explanatory Statement."

Resolution 2 - Ratification of issue of Placement Shares to Placement Participants under Listing Rule 7.1A

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 31,999,165 Placement Shares to the Placement Participants on 17 June 2022 at an issue price of $0.038 each, made under the Company's Listing Rule 7.1A placement capacity in the manner and on the terms and conditions set out in the Explanatory Statement."

Resolution 3 - Ratification of issue of Lead Manager Options under Listing rule 7.1

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders ratify and approve the issue by the Company of 6,187,500 Lead Manager Options, each exercisable at $0.075 on or before 30 June 2024, issued on 17 June 2022 to the Lead Manager, as a fee for arranging and managing the Placement, made under the Company's Listing Rule 7.1 placement capacity in the manner and on the terms and conditions set out in the Explanatory Statement."