PEREGRINE GOLD LTD — Proxy Solicitation & Information Statement 2021

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NOTICE OF GENERAL MEETING

A General Meeting of Peregrine Gold Limited will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Thursday 26 August 2021 commencing at 10.00am (WST).

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on + 61 8 9322 6322.

Shareholders are urged to attend or vote by lodging the Proxy Form enclosed with the Notice.

PEREGRINE GOLD LIMITED ACN 644 734 921

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Peregrine Gold Limited ( Company ) will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Thursday 26 August 2021 commencing at 10.00am (WST) ( Meeting ).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company’s Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting. The Company advises that a poll will be conducted for each of the Resolutions.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at www.peregrinegold.com.au and the ASX announcements platform.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday 22 August 2021 at 5.00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Authorise Issue of Vendor Securities to African Mango

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

“That, subject to each of the other Acquisition Resolutions being passed pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of:

• (a) 4,050,000 Shares;

• (b) 1,035,000 Listed Options;

• (c) 900,000 Class A Performance Shares; and

• (d) 1,350,000 Class B Performance Shares,

(together the African Mango Securities ) to African Mango (and/or its nominees) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of African Mango (and/or its nominees) and any other who might obtain a material benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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• (i) 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

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Authorise Issue of Vendor Securities to a Director – Mr George Merhi

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

“That, subject to each of the other Acquisition Resolutions being passed pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the issue of:

• (a) 450,000 Shares;

• (b) 115,000 Listed Options;

• (c) 100,000 Class A Performance Shares; and

• (d) 150,000 Class B Performance Shares,

(together, the Merhi Securities ) to Mr George Merhi (and/or his nominees), on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr George Merhi (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the relevant Merhi Securities, except a benefit solely by reason of being a holder of Shares, and any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) 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

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Creation of a New Class of Shares (Performance Shares)

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

"That, subject to each of the other Acquisition Resolutions being passed pursuant to and in accordance with sections 246B(1) and 246C(5) of the Corporations Act and article 2.6 of the Constitution and for all other purposes, the Company be authorised to create a new class of shares, being Performance Shares, on the terms and conditions set out in the Explanatory Memorandum."

4. Resolution 4 – Approval to Issue Incentive Options to a Director – Mr George Merhi

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

"That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 1,000,000 Incentive Options to Mr George Merhi (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

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Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr George Merhi (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the Incentive Options, except a benefit solely by reason of being a holder of Shares, and any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) 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

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD

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Lachlan Lynch Company Secretary Dated: 26 July 2021

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PEREGRINE GOLD LIMITED ACN 644 734 921

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Thursday 26 August 2021 commencing at 10.00am (WST).

This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Inter-Conditional Resolutions
Section 4:	Acquisition
Section 5:	Resolution 1 – Authorise Issue of Vendor Securities to African Mango
Section 6:	Resolution 2 – Authorise Issue of Vendor Securities to a Director – Mr George Merhi
Section 7:	Resolution 3 – Creation of a New Class of Shares (Performance Shares)
Section 8:	Resolution 4 – Approval to Issue Incentive Options to a Director – Mr George Merhi
Schedule 1:	Definitions
Schedule 2:	Terms and Conditions of Listed Options
Schedule 3:	Terms and Conditions of Performance Shares
Schedule 4:	Terms and Conditions of Incentive Options

A Proxy Form is enclosed with the Notice.

2. Action to be taken by Shareholders

Shareholders should read the Notice (including this Explanatory Memorandum) carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is enclosed with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in the Notice) voting at the Meeting in person.

Please note that:

• (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Shareholder; and

• (c) a Shareholder 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:00am (WST) on Tuesday 24 August 2021, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Attendance at Meeting

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company’s Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting. The Company advises that a poll will be conducted for each of the Resolutions.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at www.peregrinegold.com.au and the ASX announcements platform.

3. Inter-Conditional Resolutions

Resolutions 1 to 3 (inclusive) (the Acquisition Resolutions ) are inter-conditional, meaning that each of them will only take effect if they are approved by the requisite majority of Shareholders’ votes at the Meeting. These Resolutions must be passed by the requisite majority of Shareholders for the Acquisition to proceed.

If any of the Acquisition Resolutions are not approved at the Meeting, none of the Acquisition Resolutions will take effect and the Acquisition and other matters contemplated by the Acquisition Resolutions will not be completed.

4. Acquisition

4.1 Background

New Frontier Resources Pty Ltd Acquisition

On 2 July 2021, the Company announced that it had entered into a share sale agreement with African Mango (90%) and Mansfield Park (10%) (together the Vendors ), to acquire 100% of the issued capital of New Frontier Resources Pty Ltd ( NFR ) (the Acquisition ). NFR is the holder of a number of projects throughout the Pilbara region of Western Australia including the Mallina Gold Project (the Mallina Project ). The Mallina Project is located within the Mallina Formation, which extends 120km northeast from De Grey Mining Limited’s Hemi deposit.

Mallina Project

The Mallina Project comprises of four tenements (three granted, one application) covering approximately 1,728km[2] of the Mallina Basin in the Northern Pilbara of Western Australia. De Grey Mining Limited’s Hemi deposit is located approximately 120km to the southwest of the NFR tenements with historical geophysical data suggesting that the majority of the tenement package is underlain by the Mallina Formation. The Mallina Project comprises one of the largest tenement holdings assembled within the Mallina Basin, of which three of four tenements were applied for prior to the discovery of Hemi. Hemi is identified as an intrusion hosted gold deposit which is a new style of gold mineralisation in the Pilbara region. These intrusions are hosted in the Mallina Formation within the Mallina Basin, part of the De Grey Superbasin.

There has been limited drilling and historical gold exploration conducted over the Mallina Project. The limited geological understanding of the Mallina Project has been derived through geophysical data with some previous interpretation utilised to obtain an overall understanding of the geology of the area.

Further information regarding the Acquisition is included in the Company’s ASX Announcement released on 2 July 2021, available on the Company’s website and the ASX market announcements platform.

In consideration for the Acquisition, the Company has agreed to provide the Vendors (and/or their nominees) with the following consideration:

• (a) 4,500,000 Shares;

• (b) 1,150,000 Listed Options, trading under the ASX code: PGDO with an exercise price of A$0.20 per Option and expiring 24 December 2023;

• (c) 1,000,000 Class A Performance Shares, which convert into Shares upon the delineation of an independently assessed JORC Code inferred resource of at least 500,000 ounces of gold at a minimum resource grade of 1g/t Au (or equivalent, with a cut-off grade of 0.5g/t) at the Mallina Project, within 5 years from completion of the Acquisition; and

• (d) 1,500,000 Class B Performance Shares, which convert into Shares upon the delineation of an independently assessed JORC Code inferred resource of at least 1,000,000 ounces of gold at a minimum resource grade of 1g/t Au (or equivalent, with a cut-off grade of 0.5g/t) at the Mallina Project, within 5 years from completion of the Acquisition,

(together, the Vendor Securities ).

The above consideration is to be allocated to the Vendors as follows:

Vendor	Shares	Listed Options	Class A Performance Shares	Class B Performance Shares
African Mango Pty Ltd	4,050,000	1,035,000	900,000	1,350,000
Mansfield Park Pty Ltd	450,000	115,000	100,000	150,000
Total	4,500,000	1,150,000	1,000,000	1,500,000

The Vendor Securities will be subject to a voluntary escrow period of 12 months from completion of the Acquisition.

The Acquisition was negotiated between the Company and the Vendors on arm's length terms. The Company determined that a significant portion of the value of the tenements held by NFR should be attributable to its future success given the tenements are at an early exploration stage. Accordingly, the consideration for the Acquisition was structured with:

• (a) 70% in upfront consideration – 4,500,000 Shares and 1,150,000 Listed Options; and

• (b) 30% in deferred consideration – 1,000,000 Class A Performance Shares and 1,500,000 Class B Performance Shares.

The Company determined the number of Performance Shares to be issued to the Vendor as being appropriate and equitable given the current and proposed capital structure of the Company, the level of risk involved in achieving the milestone for the Performance Shares and the requirements of ASX Guidance Note 19. The Company also had regard to several other ASX listed companies which are developing projects of a similar scale and nature and based on the Board's industry experience in acquiring and developing exploration projects and the appropriate consideration that should be provided to the Vendors.

Completion of the Acquisition is subject to the Company obtaining Shareholder approval for the purposes of the Listing Rules, the Corporations Act and all other purposes. If the conditions precedent to the Acquisition are not satisfied (or waived) on or before 1 January 2022 (or such later date as the parties may agree), the NFR Agreement may be terminated by the Company (or NFR if the regulatory and Shareholder approval condition is not satisfied or waived).

The NFR Agreement also contains other standard clauses customary to a share sale agreement of this nature including pre-completion obligations on NFR, representations, warranties, covenants and indemnities from the parties.

4.2 Pro forma capital structure

(a) The pro forma capital structure of the Company upon completion of the Acquisition, issue of Vendor Securities and Incentive Options is set out below:

	Ordinary	Listed	Performance	Incentive
	Shares	Options	Shares	Options
Existing Securities	37,568,796	10,599,766	-	2,800,000
Issue of Vendor Securities	4,500,000	1,150,000	2,500,000	-
Issue of Incentive Options to a	-	-	-	1,000,000
Director
Total (after completion of	42,068,796	11,749,766	2,500,000	3,800,000
Acquisition)

(b) The effect on the Company's capital structure if a milestone for the Performance Shares is satisfied and all Performance Shares convert into Shares is as follows:

	Ordinary Shares
Existing Securities	37,568,796
Issue of Vendor Securities	4,500,000
Total (after completion of the Acquisition)	42,068,796
Conversion of Performance Shares1	2,500,000
Total (after conversation of Performance Shares)	44,568,796

Note 1: Assumes no Options are converted prior to conversion of the Performance Shares.

4.3 Effect of the Acquisition on control and substantial Shareholders

No person will acquire control of, or voting power of 20% or more in the Company as a result of the Acquisition. As at the date of the Notice, the following persons have voting power in 5% or more of the Shares on issue:

Name	Number of Shares	Percentage of Shares
Bann Geological Services Pty Ltd ATF The Merhi Family Trust	5,309,300	14.13%
Arredo Pty Ltd	2,200,000	5.86%
Croseus Mining Pty Ltd and Second Super Fund A/C>, Linda Louise Steinepreis, Carly Louise McGowan, Elizabeth Louise Steinepreis, Mark David Steinepreis and Judith Elizabeth Steinepreis.	1,889,594	5.03%

Based on the information known as at the date of the Notice, upon completion of the Acquisition, the following persons will have voting power in 5% or more of the Shares on issue:

Name	Number of Shares	Percentage of Shares
Bann Geological Services Pty Ltd ATF The Merhi Family Trust, Mansfield Park Pty Ltd	5,759,300	13.69%
African Mango Pty Ltd	4,050,000	9.63%
Arredo Pty Ltd	2,200,000	5.23%

4.4

Indicative timetable

The following is an indicative timetable for, amongst other things, completion of the Acquisition.

Event	Indicative Date
Despatch Notice of Meeting to Shareholders	26 July 2021
Last dayfor lodgement of ProxyForm	24 August2021
Meeting	26 August 2021
Completion of the NFR Acquisition	26 August 2021
Issue of VendorSecurities	26August2021

Note: The above timetable is indicative only and subject to change. The Directors reserve the right to amend the timetable without notice and will keep Shareholders updated (via ASX announcements) on the timing of the completion of the Acquisition as they progress.

4.5 Directors' interests in the Acquisition

The Company’s Technical Director, Mr George Merhi has a 10% interest in NFR through Mansfield Park and as such, the Acquisition will require Shareholder approval under both Listing Rules 7.1 (for the issue

of Vendor Securities to African Mango) and 10.11 (for the issue of Vendor Securities to Mansfield Park). Mr Merhi abstained from Board discussions and voting in relation to the Acquisition. The remaining Directors of the Company do not have any interest in the Acquisition.

4.6

Forward looking statements

Statements regarding plans with respect to the Company’s projects are forward-looking statements. There can be no assurance that the Company’s plans for development of its projects will proceed as currently expected. These forward-looking statements are based on the Company’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements. The Company makes no undertaking to subsequently update or revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the date of that announcement.

4.7

Competent Persons Statement

The information in this Notice that relates to exploration results for the Mallina Project is extracted from the Company's ASX announcement dated 2 July 2021. This announcement is available to view at www.peregrinegold.com.au. The information in the original ASX announcement that related to the Mallina Project exploration results was based on and fairly represent, information compiled by Amanda Buckingham, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Ms Buckingham is a Principal of Fathom Geophysics, an independent consulting company. Ms Buckingham has sufficient experience that is relevant to the styles of mineralisation and types of deposit under consideration, and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.

5. Resolution 1 – Authorise Issue of Vendor Securities to African Mango

5.1 General

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Vendor Securities to African Mango, (which holds 90% of the shares in NFR) comprising of:

• (a) 4,050,000 Shares;

• (b) 1,035,000 Listed Options;

• (c) 900,000 Class A Performance Shares; and

• (d) 1,350,000 Class B Performance Shares,

• (together, the African Mango Securities ).

Resolution 1 is an ordinary resolution.

Resolution 1 is conditional on the approval of the other Acquisition Resolutions.

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

5.2 Listing Rule 7.1

In accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

Given the Vendor Securities to be issued under Resolution 1 will exceed the balance of the Company’s 15% placement capacity and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.1.

The effect of passing Resolution 1 will be to allow the Directors to issue the African Mango Securities during the three-month period after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. If Resolution 1 is not passed, the Company will not issue the African Mango Securities and the Acquisition will not proceed.

5.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval for the issue of the Vendor Securities to African Mango and the requirements of Listing Rule 7.3, the following information is provided:

• (a) the African Mango Securities will be issued to African Mango and/or its respective nominee(s);

• (b) the maximum number of Vendor Securities the Company will issue to African Mango and its nominees, who are not related parties of the Company is:

Name	Number of Shares	Number of Listed Options	Number of Class A Performance Shares	Number of Class B Performance Shares
African Mango Pty Ltd	4,050,000	1,035,000	900,000	1,350,000

• (c) the terms of the African Mango Securities issued pursuant to Resolution 1 are as follows:

• (i) the 4,050,000 Shares are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;

• (ii) the 1,035,000 Listed Options will be issued in accordance with the terms and conditions in Schedule 2;

• (iii) the 900,000 Class A and 1,350,000 Class B Performance Shares will be issued in accordance with the terms and conditions in Schedule 3.

• (d) the Company will issue the African Mango Securities no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

• (e) the African Mango Securities will be issued to African Mango as consideration for the Acquisition pursuant to the NFR Agreement (the material terms of which are outlined in Section 4.1) and as such, no funds will be raised from the issue of the African Mango Securities;

• (f) the African Mango Securities will be subject to a 12 month voluntary escrow condition; and

• (g) a voting exclusion statement is included in the Notice for Resolution 1.

5.4 Directors recommendation

The Directors (excluding George Merhi) unanimously recommend that Shareholders vote in favour of Resolution 1.

6. Resolution 2 – Authorise Issue of Vendor Securities to a Director of the Company – George Merhi

6.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of Vendor Securities to Mr George Merhi (and/or his nominee(s)) as follows:

• (a) 450,000 Shares;

• (b) 115,000 Listed Options;

• (c) 100,000 Class A Performance Shares; and

• (d) 150,000 Class B Performance Shares,

• (together, the Merhi Securities ).

The terms and conditions upon which Mr George Merhi, will subscribe for the Vendor Securities will be on the same terms as the other Vendors in the Acquisition.

Resolution 2 is an ordinary resolution.

Resolution 2 is conditional on the approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

6.2 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The Board considers that Shareholder approval under section 208 of the Corporations Act is not required as the exception in section 210 of the Corporations Act applies. The Vendor Securities will be issued to Mr George Merhi on the same terms as non-related party Vendors and as such the giving of the financial benefit to Mr George Merhi will be on arm's length terms. Accordingly, Shareholder approval is not being sought for the purposes of section 208 of the Corporations Act.

6.3 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

Mr George Merhi is a related party of the Company as he is a Director.

If Shareholder approval is obtained under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolution 2 will be to allow the Company to issue the Merhi Securities to Mr George Merhi (and/or his nominee(s)), without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not issue the Merhi Securities and the Acquisition will not proceed.

6.4 Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders:

• (a) the Merhi Securities will be issued to Mr George Merhi and/or his respective nominee(s);

• (b) Mr George Merhi is a Director and therefore a related party of the Company under Listing Rule 10.11.1;

• (c) the maximum number of Vendor Securities the Company will issue to Mr George Merhi (and/or his nominees) is:

Name	Number of Shares	Number of Listed Options	Number of Class A Performance Shares	Number of Class B Performance Shares
MansfieldPark PtyLtd	450,000	115,000	100,000	150,000

• (d) the terms of the Merhi Securities issued pursuant to Resolution 2 are as follows:

• (i) the 450,000 Shares are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;

• (ii) the 115,000 Listed Options will be issued in accordance with the terms and conditions in Schedule 2;

• (iii) the 100,000 Class A and 150,000 Class B Performance Shares will be issued in accordance with the terms and conditions in Schedule 3.

• (e) the Company will issue the Merhi Securities no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

• (f) the Merhi Securities will be issued to Mansfield Park (as a company controlled by Director, Mr George Merhi) as consideration for the Acquisition pursuant to the NFR Agreement (the material terms of which are outlined in Section 4.1) and as such, no funds will be raised from the issue of the Merhi Securities;

• (g) the Merhi Securities will be subject to a 12 month voluntary escrow condition; and

• (h) a voting exclusion statement is included in the Notice for Resolution 2.

6.5 Directors recommendation

The Directors (excluding George Merhi) unanimously recommend that Shareholders vote in favour of Resolution 2.

7. Resolution 3 – Creation of a New Class of Shares (Performance Shares)

Resolution 3 seeks Shareholder approval for the Company to be authorised to issue the Performance Shares as a new class of shares. The Performance Shares are intended to form part of the consideration payable to the Vendors in respect to the Acquisition.

Section 246C(5) of the Corporations Act provides that if a company has one class of share and seeks to issue a new class of share, such issue is taken to vary the rights attached to shares already issued.

Section 246B of the Corporations Act and clause 2.6 of the Constitution provide that the rights attaching to a class of shares cannot be varied without:

• (a) a special resolution passed at a meeting of the Shareholders holding Shares in that class; or

• (b) the written consent of the Shareholders who are entitled to at least 75% of the votes that may be cast in respect of Shares in that class.

Accordingly, the Company seeks approval from Shareholders for the issue of the Performance Shares as a new class of shares on the terms set out in Schedule 3 of this Explanatory Memorandum.

The effect of passing Resolution 3 will be to allow the Company to issue up to an aggregate of 2,500,000 Performance Shares in accordance with Resolutions 1 and 2.

If Resolution 3 is not passed then the Company will not issue the Performance Shares and the Acquisition will not proceed.

Resolution 3 is a special resolution.

Resolution 3 is conditional on the approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

• 7.1

Directors recommendation

The Directors (excluding George Merhi) unanimously recommend that Shareholders vote in favour of Resolution 3.

8. Resolution 4 – Approval to Issue Incentive Options to a Director – Mr George Merhi

8.1 General

On 2 July 2021, the Company announced that it intends to seek Shareholder approval to issue Technical Director, Mr George Merhi (and/or his nominees) 1,000,000 Incentive Options, exercisable at $0.45 each on or before 3 years from issue (vesting upon issue).

Resolution 4 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the grant of 1,000,000 Incentive Options to Mr George Merhi (and/or his nominees), as part of the long-term incentive component of his remuneration as Technical Director of the Company.

In the Company’s present circumstances, the Board considers that the grant of these Incentive Options to Mr George Merhi is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr George Merhi and is consistent with the strategic goals and targets of the Company.

There are no specific performance criteria on the Incentive Options as, given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of Mr George Merhi and the performance and value of the Company are closely related.

As such, the Incentive Options granted will generally only be of benefit if Mr George Merhi performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options.

Resolution 4 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 4.

8.2 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The Board considers that Shareholder approval under section 208 of the Corporations Act is not required as the exception in section 211 of the Corporations Act applies. The Incentive Options are considered reasonable remuneration for the purposes of section 211 of the Corporations Act.

8.3 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

The effect of passing Resolution 4 will be to allow the Company to issue up to an aggregate of 1,000,000 Incentive Options to Mr George Merhi (and/or his nominees) without using up the Company's 15% placement capacity under Listing Rule 7.1.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with Listing Rule 7.2 Exception 14.

If Resolution 4 is not passed, the Company will not issue the relevant Incentive Options to Mr George Merhi (and/or his nominees).

8.4 Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders:

• (a) Mr George Merhi is a Director of the Company and thus a related party under Listing Rule 10.11.1;

• (b) the maximum number of Incentive Options that will be issued to Mr George Merhi pursuant to Resolution 4 is 1,000,000 Incentive Options;

• (c) the Incentive Options will be granted to Mr George Merhi (and/or his nominees) on the terms and conditions in Schedule 4.

• (d) the Incentive Options will be issued no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

• (e) each Incentive Option will be granted for nil consideration and no funds are being raised from the issue;

• (f) the purpose of the issue of the Incentive Options to Mr George Merhi is to incentivise him to excel in the performance of his role for the Company;

• (g) Mr Merhi is appointed as a Technical Director, through an executive services agreement with Bann Geological Services Pty Ltd ( Bann ), a company associated with Mr George Merhi. Under the Bann Agreement, Mr Merhi provides services to the Company as a Technical Director. The Company remunerates Bann for its services with a remuneration package comprising the following:

• (i) an amount of AUD$150 per hour plus GST or an amount of $1,500 per day plus GST when field work services are provided;

• (ii) an amount of AUD$2,000 per month plus GST in respect of Bann’s use of premises which it will provide; and

• (iii) reimbursement for reasonable expenses necessarily incurred by Bann in the performance of its services.

Additionally under the Bann Agreement, Mr George Merhi was previously issued incentive options as follows:

$0.25 each, expiring 19 March 2024, vesting upfront	$0.30 each, expiring 19 September 2024, vesting 19 September 2022	$0.40 each, expiring 19 March 2025, vesting 19 March 2023
300,000	300,000	400,000

• (h) the total value of the Incentive Options using a Black Scholes Model is $213,723; and

• (i) a voting exclusion statement is included in the Notice.

8.5 Directors' Recommendation

The Directors (excluding Mr George Merhi) unanimously recommend that Shareholders vote in favour of Resolution 4.

Schedule 1 - Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

Acquisition has the meaning given in Section 4.1.

Acquisition Resolutions means Resolution 1, Resolution 2 and Resolution 3 of this Notice.

African Mango means African Mango Pty Ltd ACN 622 149 160.

African Mango Securities has the meaning given in Section 5.1.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Bann means Bann Geological Services Pty Ltd ACN 070 844 772.

Bann Agreement means the Services Agreement between Bann and the Company dated 29 October 2020.

Board means the board of Directors of the Company.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Class A Performance Share means an unlisted performance share which converts into a Share upon satisfaction of the relevant milestone on the terms and conditions in Schedule 3.

Class B Performance Share means an unlisted performance share which converts into a Share upon satisfaction of the relevant milestone on the terms and conditions in Schedule 3.

Closely Related Party means in relation to a member of a Key Management Personnel:

• (a) a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Peregrine Gold Limited ACN 644 734 921.

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice.

Incentive Options means an unlisted Option issued on the terms and conditions in Schedule 4.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listed Option means a listed Option in the Company traded under ASX Code: PGDO on the terms and conditions in Schedule 2.

Listing Rules means the listing rules of ASX.

Mallina Project has the meaning given in Section 4.1.

Mansfield Park means Mansfield Park Pty Ltd ACN 132 130 735.

Meeting has the meaning given to that term in the introductory paragraph of the Notice.

Merhi Securities has the meaning given in Section 6.1.

NFR means New Frontier Resources Pty Ltd ACN 615 289 677.

NFR Agreement means the share sale agreement between the Company and the Vendors dated 1 July 2021.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

Option means an option in the Company.

Performance Share means a Class A Performance Share and a Class B Performance Share (as the context requires).

Proxy Form means the proxy form enclosed with the Notice.

Resolution means a resolution proposed pursuant to the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Vendors means African Mango and Mansfield Park.

Vendor Securities has the meaning given in Section 4.1.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.

Schedule 2 – Terms and Conditions of Listed Options

• 1 Entitlement

Each Listed Option entitles the holder of the Listed Option ( Holder ) to subscribe for one (1) Share upon exercise.

2 Exercise Price and Expiry Date

Option Class	Exercise Price per Listed Option	Expiry Date
Listed Options	A$0.20	24 December 2023

• 3 Exercise Period

Each Listed Option is exercisable at any time prior to the Expiry Date. After this time, any unexercised Listed Options will automatically lapse.

• 4 Notice of exercise

The Listed Options may be exercised by notice in writing to the Company and payment of the applicable Exercise Price for each Listed Option being exercised. Any Option Exercise Form for a Listed Option received by the Company will be deemed to be a notice of the exercise of that Listed Option as at the date of receipt.

• 5 Minimum Exercise

Listed Options must be exercised in multiples of one thousand (1,000) unless fewer than one thousand (1,000) Listed Options are held by a Holder.

• 6 Shares issued on exercise

Shares issued on exercise of the Listed Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests.

• 7 Quotation of Shares

If admitted to the official list of ASX at the time, the Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Listed Options.

• 8 Timing of issue of Shares and quotation of Shares on exercise

Within 15 Business Days after receipt of an Option Exercise Form given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Listed Option being exercised, the Company will allot and issue the number of Shares required under these terms and conditions in respect of the number of Listed Options specified in the Option Exercise Form and for which cleared funds have been received by the Company.

• 9 Participation in new issues

A Holder who holds Listed Options is not entitled to:

• (a) notice of, or to vote or attend at, a meeting of the Shareholders;

• (b) receive any dividends declared by the Company; or

• (c) participate in any new issues of securities offered to Shareholders during the term of the Listed Options,

unless and until the Listed Options are exercised and the Holder holds Shares.

10	Adjustment for bonus issues of Shares
	If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than
	an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):
	(a) the number of Shares which must be issued on the exercise of a Listed Option will be
	increased by the number of Shares which the Holder would have received if the Holder of a
	Listed Option had exercised the Listed Option before the record date for the bonus issue; and
	(b) no change will be made to the Exercise Price.
11	Adjustment for rights issue
	If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of
	or in satisfaction of dividends or by way of dividend reinvestment) there will be no adjustment to the
	Exercise Price of a Listed Option.
12	Adjustment for reorganisation
	If there is any reconstruction of the issued share capital of the Company, the rights of the Holder will be
	varied to comply with the Listing Rules (if applicable) that apply to the reconstruction at the time of the
	reconstruction.
13	Quotation of Listed Options
	The Company will seek official quotation of any Listed Options.
14	Listed Options transferable
	The Listed Options are transferrable.
15	Lodgement requirements

Cheques shall be in Australian currency made payable to Peregrine Gold Ltd and crossed 'Not Negotiable' for the application for Shares on the exercise of the Listed Options.

1 General

Schedule 3 – Terms and Conditions of Performance Shares

• (a) ( Share capital ) Each Performance Share is a share in the capital of the Company. (b) ( General meetings ) Each Performance Share confers on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to the Company's Shareholders. A Holder has the right to attend general meetings of the Company.

• (c) ( No voting rights ) A Performance Share does not entitle the Holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the Listing Rules where such rights cannot be excluded by these terms.

• (d) ( No dividend rights ) A Performance Share does not entitle the Holder to any dividends. (e) ( No rights on winding up ) A Performance Share has no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

• (f) ( No rights to return of capital ) A Performance Share has no right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise.

• (g) ( Transfer of Performance Shares ) The Performance Shares are not transferable. (h) ( Reorganisation of Capital ) In the event that the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the Listing Rules at the time of reorganisation provided that, subject to compliance with the Listing Rules, following such reorganisation the economic and other rights of the Holder are not diminished or terminated.

• (i) ( Quotation ) The Performance Shares will not be quoted on ASX.

• (j) ( No participation in entitlements and bonus issues ) Subject always to the rights under Item 1(h) ( Reorganisation of Capital ), Holders will not be entitled to participate in new issues of capital offered to holders of fully paid ordinary shares in the Company ( Shareholders ) such as bonus issues and entitlement issues.

• (k) ( Amendments required by ASX ) The terms of the Performance Shares may be amended as considered necessary by the board of directors of the Company in order to comply with the Listing Rules or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.

• (l) ( No other rights ) A Performance Share does not give a Holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

• 2 Milestones

The Performance Shares will convert upon satisfaction of any one of the following milestones before the applicable Expiry Date:

• (a) 1,000,000 Performance Shares will convert into Shares in the Company upon the delineation and announcement by the Company to ASX, within 5 years from the issue of the Performance Shares, of an independently assessed JORC inferred mineral resource estimate of at least 500,000 ounces of gold at a minimum resource grade of 1 gram of gold per tonne (or equivalent, with a cut off grade of 0.5 grams of gold per tonne) from the Mallina Project ( Class A Performance Shares ); and

• (b) 1,500,000 Performance Shares will convert into Shares in the Company upon the delineation and announcement by the Company to ASX, within 5 years from the issue of the Performance Shares, of an independently assessed JORC inferred mineral resource estimate of at least 1,000,000 ounces of gold at a minimum resource grade of 1 gram of gold per tonne (or equivalent, with a cut off grade of 0.5 grams of gold per tonne) from the Mallina Project ( Class

B Performance Shares ), and for the avoidance of doubt, this is inclusive of the resource the subject of that referred to in item 2(a) of this Schedule 3.

(each referred to as a Milestone ).

3 Change in Control

• (a) All Performance Shares on issue shall automatically convert into Company Shares upon the occurrence of any of the following events:

• (i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (such as a change of domicile, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court by order, approves the scheme of arrangement;

• (ii) a Takeover Bid:

  • (A) is announced;

  • (B) has become unconditional; and

• (C) the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares; or

• (iii) any person acquires a Relevant Interest in 50.1% or more of the Shares by any other means.

(b) The Company must ensure the allocation of Shares issued under Item 3 is on a pro rata basis to all Holders in respect of their respective holdings of Performance Shares.

• 4 Expiry Date

• (a) The Expiry Date for each of the Performance Shares is the earlier of:

  • (i) in relation to Milestone 1 for the Class A Performance Shares:

    • (A) 5.00pm (Western Australian Standard Time) on the date which is 5 years after issue; and

    • (B) the date on which the Company ceases to hold any interest in the Mallina Project whether directly or indirectly (including through a joint venture or any company in which the Company holds any shares); and

  • (ii) in relation to Milestone 2 for the Class B Performance Shares:

    • (A) 5.00pm (Western Australian Standard Time) on the date which is 5 years after issue; and

    • (B) the date on which the Company ceases to hold any interest in the Mallina Project whether directly or indirectly (including through a joint venture or any company in which the Company holds any shares).

• (b) To the extent that any Performance Shares have not converted into Company Shares by the applicable Expiry Date, such Performance Shares for each Holder will automatically lapse and consolidate into one Performance Share and will then convert into one Company Share.

• (a) Any conversion of Performance Shares into Shares is on a one for one basis (subject to Item 1(h), if applicable).

(b) The Company must issue the relevant number of Company Shares to the Holder immediately upon conversion of any Performance Shares.

5 Conversion of Performance Shares

(c) A Performance Share which converts immediately ceases to exist.

6 Takeover Provisions

(a)	If the conversion of Performance Shares (or part thereof) under Item 2 or Item 3 would result in
	any person being in contravention of section 606(1) of the Corporations Act, then the
	conversion of each Performance Share that would cause the contravention shall be deferred
	until such time or times thereafter that the conversion would not result in a contravention of
	section 606(1).
(b)	Where Item 6(a) applies, if requested to do so by the affected Holder, the Company must seek
	to obtain the approval of its Shareholders under section 611, item 7 of the Corporations Act for
	the conversion of the affected Performance Shares at the Company's next annual general
	meeting.
(c)	A Holder must promptly notify the Company in writing if they consider that the conversion of
	Performance Shares (or part thereof) under Item 2 may result in the contravention of section
	606(1), failing which the Company is entitled to assume that such conversion will not result in
	any person being in contravention of section 606(1) (unless it is on notice to the contrary
	through a substantial holder notice which has been lodged in relation to the Company).
(d)	The Company may (but is not obliged to) by written notice request that a Holder confirm to the
	Company in writing within 7 days if they consider that the conversion of Performance Shares
	under Item 2 may result in the contravention of section 606(1). If the Holder does not confirm to
	the Company within 7 days that they consider such conversion may result in the contravention
	of section 606(1), then the Company is entitled to assume that such conversion will not result in
	any person being in contravention of section 606(1) (unless it is on notice to the contrary
	through a substantial holder notice which has been lodged in relation to the Company).

• 7 Quotations

If the Company is listed on the ASX at the time, upon conversion of the Performance Shares into Company Shares in accordance with these terms, the Company must within 7 days after the conversion, apply for and use its best endeavours to obtain the official quotation on ASX of the Company Shares arising from the conversion.

8 Conversion procedure

• (a) The Company will procure that the Holder is issued with a new holding statement for the Company Shares as soon as practicable following the conversion of the Performance Shares into Company Shares.

• (b) If required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Company Shares does not require disclosure to investors.

9 Ranking of Company Shares

The Company Shares into which the Performance Shares will convert will be freely tradable and will rank pari passu in all respects with the Company Shares on issue at the date of conversion.

Schedule 4 – Terms and Conditions of Incentive Options

• 1 Entitlement

Each Incentive Option (together the Incentive Options ) entitles the holder to subscribe for one Share upon exercise of each Incentive Option.

• 2 Exercise Price, Vesting Date and Expiry Date

The Exercise Price and Vesting Date of each Incentive Option is referred to in the below table and the terms Exercise Price, Vesting Date and Expiry Date shall be interpreted accordingly.

Exercise Price	Number	Vesting Date	Expiry Date
$0.45	1,000,000	Upon Issue	3 years from issue

The Incentive Options will expire on that date ( Expiry Date ) which is the earlier of:

• (a) The Expiry Date referred to in the above table; or

• (b) in respect of the Incentive Options that have not already vested by the Vesting Date referred to in the above table, the date the Employee, Consultant or Director ceases to be engaged as a consultant or ceases to be an Employee, Consultant and/or Director of the Company because of:

• (i) retirement (excluding retirement by rotation as a Director at a meeting of Shareholders where re-elected);

• (ii) removal or termination (other than in the circumstances in item 2(c) below);

• (iii) voluntary cessation;

• (iv) by mutual agreement (unless the Board resolves otherwise); or

• (c) in respect of the Incentive Options whether vested or unvested as outlined above, the date the Employee, Consultant or Director ceases to be engaged as an employee, consultant and/or a Director of the Company because of dismissal by the Company:

• (i) if the holder is an employee, the date the holder is dismissed from employment with the Company for negligence, incompetence or misconduct;

• (ii) if the holder is a consultant, the date the holder's appointment is terminated for negligence, incompetence or misconduct;

• (iii) if the holder is a Director the date the holder is

  • (A) disqualified from holding the office of director; or

  • (B) convicted of any criminal offence (other than an offence under any road traffic legislation Australia or elsewhere for which a fine or non-custodial penalty is imposed) which in the reasonable opinion of the Board brings the holder or the Company into disrepute,

and thereafter no party shall have any claim against any other party arising under or in respect of the Incentive Options.

For the purposes of this item 2, “ Consultant ” means the consultant or Director who was issued or who nominated a party that was issued the Incentive Options by the Company in accordance with a consultancy agreement with the Company or as a result of being a Director with the Company.

The Incentive Options are exercisable at any time after the Vesting Date in Item 2 above and on or prior to the Expiry Date.

3 Exercise Period

4 Notice of Exercise

The Incentive Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Incentive Option being exercised. Any notice of exercise of an Incentive Option received by the Company will be deemed to be a notice of the exercise of that Incentive Option as at the date of receipt.

5 Cashless Exercise of Options

• (a) Subject to item 5(b), the holder may elect to pay the Exercise Price for each Incentive Option by setting off the total Exercise Price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.

• (b) If the holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as is equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise calculated in accordance with the following formula:

S = O x (MSP - EP) MSP

Where:

S = Number of Shares to be issued on exercise of the Incentive Options

O = Number the Incentive Options being exercised

MSP = Market value of the Shares calculated using the volume weighted average of the Shares on ASX for the 5 trading days immediately prior to (and excluding) the date of the Notice of Exercise

EP = Exercise Price

(c) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with item 5(b)) is zero or negative, then the holder will not be entitled to use the Cashless Exercise Facility.

• 6 Shares issued on exercise

Shares issued on exercise of the Incentive Options rank equally with the then Shares of the Company.

• 7 Quotation of Shares on exercise

Subject to admittance to the Official List of the ASX and the Listing Rules, application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Incentive Options.

• 8 Timing of issue of Shares and quotation of Shares on exercise

Within 15 Business Days after the later of the following:

• (a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and

• (b) the earlier to occur of:

• (i) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as set out in item 8(a) above; or

• (ii) the Holder elects that the Shares to be issued pursuant to the exercise of the Options will be subject to a holding lock for a period of 12 months in accordance with item 9 below,

the Company will:

• (c) allot and issue the Shares pursuant to the exercise of the Options;

• (d) in the circumstances where item 8(b)(i) applies, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares issued upon exercise of the Options for resale under section 708A(11) of the Corporations Act;

• (e) in the circumstances where item 8(b)(ii) applies, apply a holding lock in accordance with item 9 in respect of the Shares issued upon exercise of the Options; and

• (f) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

9 Holding lock

• (a) The Holder may make an election as set out in item 8(b)(ii) at any time following delivery of a Notice of Exercise and payment of the Exercise Price for each Option being exercised.

• (b) If the Holder makes an election pursuant to item 8(b)(ii), then:

  • (i) the Company will apply a holding lock on the Shares to be issued;

  • (ii) the Company shall release the holding lock on the Shares on the earlier to occur of:

    • (A) the date that is 12 months from the date of issue of the Shares; or

    • (B) the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11); or

    • (C) the date a transfer of the Shares occurs pursuant to item 9(b)(iii); and

  • (iii) the Shares shall be transferable by the Holder and the holding lock will be lifted provided that:

    • (A) the offer of the Shares for sale does not require disclosure under section 707(3) of the Corporations Act;

    • (B) the transferee warrants for the benefit of the Holder and the Company that they are an exempt investor pursuant to one of the exemptions in section 708 of the Corporations Act; and

    • (C) the transferee of the Shares agrees to the holding lock applying to the Shares following their transfer for the balance of the period in item 9(b)(ii).

• 10 Participation in new issues

There are no participation rights or entitlements inherent in the Incentive Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Incentive Options the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.

• 11 Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Incentive Option will be increased by the number of Shares which the Incentive Optionholder would have received if the holder of Incentive Options had exercised the Incentive Option before the record date for the bonus issue; and

	(b) no change will be made to the Exercise Price.
12	Adjustment for rights issue
	If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of
	the Exercise Price of an Incentive Option.
13	Adjustments for reorganisation
	If there is any reconstruction of the issued share capital of the Company, the rights of the holders of
	Incentive Options may be varied to comply with the Listing Rules which apply to the reconstruction at the
	time of the reconstruction.
14	Adjustment for compliance with the Listing Rules
	The terms of the Incentive Options may be amended from time to time by the issue of a notice from the
	Company to the Holder setting out the details of such amended terms. Any such amendment may only
	be made by the Company solely to the extent that it is necessary for the Company to comply with the
	Listing Rules.
15	Quotation of Incentive Options
	No application for quotation of the Incentive Options will be made by the Company.
16	Incentive Options transferable
	The Incentive Options are transferable provided that the transfer of the Incentive Options complies with
	section 707(3) of the Corporations Act.
17	Lodgement Instructions
	Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable".
	The application for shares on exercise of the Incentive Options with the appropriate remittance should
	be lodged at the Company's Registry.

Peregrine Gold Limited | ABN 53 644 734 921

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Proxy Voting Form

If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Holder Number:

Your proxy voting instruction must be received by 10.00am (WST) on Tuesday, 24 August 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below
. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.	Lodging your Proxy Voting Form:
	Online: Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBCHAT: https://automicgroup.com.au/ PHONE:1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Peregrine Gold Limited, to be held at 10.00am (WST) on Thursday, 26 August 2021 at Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 4 (except where I/we have indicated a different voting intention below) even though Resolution 4 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2 – Your voting direction

Resolutions	Resolutions	For	Against	Abstain
1.	Authorise Issue of Vendor Securities to African Mango
2.	Authorise Issue of Vendor Securities to a Director – Mr George Merhi
3.	Creation of a New Class of Shares (Performance Shares)
4.	Approval to Issue Incentive Options to a Director – Mr George Merhi
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a
poll	and your votes will not be counted in computing the required majority on a poll.

	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details
	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:																			Securityholder 3 Director / Company Secretary Date(DD/MM/YY) electronically (where legally permissible). / /
	Email Address:
	Contact Daytime Telephone By providing your email address, you elect to receive all ofyour communications despatched bythe Company

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