Stanmore Resources : Notice of Annual General Meeting/Proxy Form

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

The business of the Meeting affects your shareholding and your vote is important.

This Notice and 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 professional advisors prior to voting.

Should you wish to discuss the matters in this Notice, please contact the Company Secretary on emailcosec@stanmore.net.au or by phone +61 7 3238 1000.

Business of the Annual General Meeting

Notice is given that the Annual General Meeting for Stanmore Resources Limited (ACN 131 920 968) (Company) will be held by way of a hybrid meeting on Wednesday, 25 May 2022 at 12:00pm (AEST) at the offices of Norton Rose Fulbright, Level 21, 111 Eagle Street, Brisbane, QLD 4000 and online athttps://meetings.linkgroup.com/SMR22.

Terms used in this Notice are defined in the Glossary forming part of the Explanatory Memorandum. The Explanatory Memorandum and the Proxy Form accompanying this Notice are incorporated in and comprise part of this Notice.

Instructions for Attendance at Meeting & Voting

Shareholders can attend the General Meeting physically or online at the following link:https://meetings.linkgroup.com/SMR22.

Shareholders (or proxyholders) who wish to attend the Meeting in person must register their attendance by 5:00pm (AEST) on Friday, 20 May 2022 by emailing the Company Secretary atcosec@stanmore.net.au including your name, address and Shareholder Reference Number (SRN) or Holder Identification Number (HIN). Please note that to ensure appropriate social distancing, physical attendance at the Meeting will be limited to 50 persons, including the Directors.

The Company therefore strongly encourages Shareholders to attend the Meeting virtually. If doing so, the Company's Share Registry recommends logging onto our online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

• • Enterhttps://meetings.linkgroup.com/SMR22 into a web browser on your computer or online device;

• • Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN), which is printed at the top of the Voting Form; and

• • Proxyholders will need their proxy code which Link Market Services will provide via email no later than 24 hours prior to the Meeting.

Shareholders electing to attend the General Meeting virtually are requested to participate via the Company's virtual General Meeting platform athttps://meetings.linkgroup.com/SMR22 or via the appointment of a proxy.

Further information on how to participate and vote virtually is set out in this Notice and the Online Platform Guide athttps://www.stanmore.net.au/AGM.

AGM Considerations and Shareholder Questions

Discussion will take place on all items of business to be considered at the General Meeting.

All Shareholders will have a reasonable opportunity to ask questions during the General Meeting in person or via the virtual General Meeting platform.

To ensure that as many Shareholders as possible have the opportunity to speak, Shareholders are requested to observe the following protocols:

• • all Shareholder questions should be stated clearly and should be relevant to the business of the Meeting;

• • if a Shareholder has more than one question on an item of business, all questions should be asked at the one time; and

• • Shareholders should not ask questions at the Meeting relating to any matters that are personal to the Shareholder or commercial in confidence.

Shareholders who prefer to register questions in advance of the General Meeting are invited to do so. A Shareholder Question Form is also available on the Company's website:https://www.stanmore.net.au/agm.Written questions must be received by the Company or Link Market Services Limited by 5:00pm (AEST) on Friday, 20 May 2022, and can be submitted online, by mail, by fax or in person (as set out on the top of the Shareholder Question Form).

Ordinary Business

Reports and Accounts for the year ended 31 December 2021

To receive and consider the annual financial report of the Company for the year ended 31 December 2021, together with the Directors' Report, the Remuneration Report and the Auditor's Report.

Resolution 1: Remuneration Report

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

'That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report for the year ended 31 December 2021 be adopted.'

Voting exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting exclusions' section of the Notes to this Notice.

Resolution 2: Election of Director - Mr Brett Garland

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

'That Mr Brett Garland, who was nominated by the Directors in accordance with rule 11.4(b) of the Constitution and agrees to his election as a Director of the Company, be elected as a Director of the Company.'

Resolution 3: Election of Director - Mr Matthew Latimore

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

'That Mr Matthew Latimore, who was nominated by the Directors in accordance with rule 11.4(b) of the Constitution and agrees to his election as a Director of the Company, be elected as a Director of the Company.'

Resolution 4: Election of Director - Ms Caroline Chan

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

'That Ms Caroline Chan, who was nominated by the Directors in accordance with rule 11.4(b) of the Constitution and agrees to her election as a Director of the Company, be elected as a Director of the Company.'

Special Business

Resolution 5: Financial assistance

To consider and, if thought fit, to pass the following resolution as a special resolution:

'That, for the purposes of section 260B(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given to the grant of what may constitute financial assistance by Dampier Coal (Queensland) Pty Ltd ACN 008 428 180 (Dampier Coal) in connection with the acquisition by Stanmore SMC Holdings Pty Ltd ACN 653 931 223, being a wholly-owned subsidiary of the Company, of all of the shares in Dampier Coal, and all elements of that transaction that may constitute financial assistance by Dampier Coal for the purposes of section 260A of the Corporations Act 2001 (Cth), as detailed in the Explanatory Memorandum to this Notice.'

Resolution 6: Constitution Update

To consider and, if thought fit, to pass the following resolution as a special resolution:

'That, for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Constitution be amended to comply with recent changes to Listing Rules withregards to "restricted securities" and to permit the Company to hold general meetings using virtual meeting technology, as detailed in the Explanatory Memorandum to this Notice.'

The attached Explanatory Memorandum is incorporated into and forms part of this Notice. Detailed explanations of the background and reasons for the proposed resolutions are set out in the Explanatory Memorandum.

By order of the Board of Directors.

Rees Fleming

Company Secretary

Dated 26 April 2022

Notes

Eligibility to Vote

Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time, not more than 48 hours before a general meeting, at which a 'snap-shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Board has determined that the registered holders of fully paid ordinary shares at 7:00pm (AEST) on Tuesday, 24 May 2022 will be taken to be holders of ordinary shares for the purposes of the Meeting and accordingly, will be entitled to attend and vote at the Meeting.

How to Vote

Shareholders may vote by:

• (a) Attending the Meeting in person. You must register your attendance with the Company (see 'Instructions for Attendance at Meeting & Voting' above) in order to attend in person. Due to capacity restrictions in order to comply with social distancing requirements, it's possible that all Shareholders wishing to attend in person may not be able to attend. Therefore, the Company recommends that you attend the Meeting virtually.

• (b) Using the online platform. We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

  • • Enterhttps://meetings.linkgroup.com/SMR22 into a web browser on your computer or online device;

  • • Securityholders will need their Securityholder Reference Number or Holder Identification Number, which is printed at the top of the Voting Form; and

  • • Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meeting.

  Online voting will be open between the commencement of the Meeting at 12:00pm (AEST) on Wednesday, 25 May 2022 and the time at which the Chairman announces the closure of voting.

  More information about online participation in the Meeting is available in the Online Platform Guide athttps://www.stanmore.net.au/AGM.

• (c) Appointing a proxy to attend and vote on their behalf, using the enclosed proxy form.

Voting by Proxy

An eligible Shareholder can vote in person at the Meeting or appoint a proxy or, where a Shareholder is entitled to two or more votes, two proxies. Where two proxies are appointed, a Shareholder may specify the number or proportion of votes to be exercised by each proxy appointed. If no number or proportion of votes is specified, each proxy appointed will be taken to exercise half of that Shareholder's votes (disregarding fractions).

An appointed proxy need not themselves be a Shareholder.

To be valid, the appointment of a proxy (made using a properly completed and executed Proxy Form) must be received by the Company no later than 12:00pm (AEST) on Monday, 23 May 2022.

Proxy Forms can be submitted in four ways:

•

Online atwww.linkmarketservices.com.au

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By mail to Link Market Services at the following postal address:

Stanmore Resources Limited

C/- Link Market Services Limited Locked Bag A14

Sydney South NSW 1235 Australia

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By facsimile to +61 2 9287 0309 in Australia

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