ECORA RESOURCES PLC

Pre-Annual General Meeting Information • Apr 29, 2025

Ecora Resources PLC

Notice of Annual General Meeting

5 June 2025

This document gives notice of the Annual General Meeting of Ecora Resources PLC and sets out resolutions to be voted on at the meeting. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are recommended to seek your own advice from your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Ecora Resources PLC, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of shares, you should retain these documents.

Letter from the Chairman

Ecora Resources PLC

3rd Floor North Kent House 14–17 Market Place London W1W 8AJ United Kingdom

Registered in England and Wales No: 0897608

25 April 2025

Dear Shareholders,

I am pleased to invite you, on behalf of the Board of Directors, to Ecora Resources PLC's (the 'Company' or 'Ecora') 2025 Annual General Meeting (AGM) which will be held at 11.00am on 5 June 2025 at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, United Kingdom.

This notice of meeting describes the business that will be proposed and sets out the procedures for your participation and voting. Your participation in the AGM is important to Ecora and a valuable opportunity for the Board to consider with shareholders the performance of the Group. Please note that only shareholders, proxy holders and corporate representatives in attendance at the meeting will be eligible to ask questions of the Directors.

I am writing to you for the first time as the Chairman of Ecora. When, at the end of 2023, the opportunity presented itself to join the Board of Ecora I was delighted to accept the invitation. Ecora is at an interesting point in its evolution from what was principally a single asset company, underpinned for over 20 years by the Kestrel royalty, into a company with a much more diversified portfolio focused on critical minerals and with significant growth potential. The Directors are unanimously of the opinion that all resolutions proposed in this notice are in the best interests of shareholders and of Ecora as a whole. Accordingly, they recommend that you vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

If you are unable to attend the meeting in person, please complete and submit your Form of Proxy in line with the instructions on page 9. Submitting a Form of Proxy will ensure your vote is recorded but does not prevent you from attending and voting at the meeting itself, if you would like to do so. The overall results of the votes at the meeting will be released to the market and published on Ecora's website as soon as practicable after the conclusion of the AGM.

The Board would like to take this opportunity to thank all shareholders for their support and we look forward to your participation at the AGM.

Yours sincerely,

A.R.K. Webb Chairman

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Ecora Resources PLC (the 'Company') will be held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, United Kingdom, on 5 June 2025 at 11.00am to consider and, if thought fit, to pass the following resolutions, of which resolutions 1–14 will be proposed as ordinary resolutions and resolutions 15–18 will be proposed as special resolutions.

Ordinary resolutions

• 1. To receive the audited accounts for the financial year ended 31 December 2024 together with the reports of the Directors and the auditor thereon.
• 1. To approve the Directors' Remuneration Report, as set out on pages 107 to 108 and pages 114 to 122 of the Annual Report and Accounts for the year ended 31 December 2024.
• 1. To declare a final dividend for the year ended 31 December 2024 of 1.11 cents per ordinary share of the Company.
• 1. To re-elect A.R.K. Webb as a Director of the Company.
• 1. To re-elect M. Bishop Lafleche as a Director of the Company.
• 1. To re-elect K. Flynn as a Director of the Company.
• 1. To re-elect V. Shine as a Director of the Company.
• 1. To re-elect C. Coignard as a Director of the Company.
• 1. To re-elect R.G. Dacomb as a Director of the Company.
• 1. To re-elect J.E. Rutherford as a Director of the Company.
• 1. To re-appoint Ernst & Young LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the meeting.
• 1. To authorise the Directors to agree the remuneration of the auditor of the Company.
• 1. That the Directors be and are hereby authorised to offer the holders of ordinary shares of 2p each in the capital of the Company ('Ordinary Shares') (subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation to treasury shares or any legal or practical problems arising under the laws of any territory or the requirements of any regulatory body or stock exchange in any territory or otherwise) the right to elect to receive new Ordinary Shares credited as fully paid instead of cash in respect of all or part of the final dividend for the year ended 31 December 2024 and all other dividends declared or paid up to the beginning of the next annual general meeting of the Company on such terms as the Directors shall determine, subject to the Articles of Association of the Company, from time to time.
• 1. That, in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company (all of which transactions are hereafter referred to as an allotment of 'relevant securities'):
  2. a) up to an aggregate nominal amount of £1,643,628; and
  3. b) comprising equity securities (within the meaning of section 560 of the Act) up to a further aggregate nominal amount of £1,643,628, provided that they are offered by way of a fully pre-emptive offer to holders of shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority (unless renewed, varied or revoked by the Company) shall expire at the conclusion of the annual general meeting of the Company to be held in 2026 or 30 June 2026, whichever is the earlier, save that the Company may before such expiry, revocation or variation (or the expiry, revocation or variation of any renewal of this authority) make offers or enter into agreements which would or might require relevant securities to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry, revocation or variation and the Directors may allot relevant securities in pursuance of such offers or agreements as if the authority conferred had not expired, or been revoked or varied.

Special resolutions

• 1. That, subject to the passing of resolution 14 and in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby generally authorised pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, Ordinary Shares) wholly for cash pursuant to the authority conferred by resolution 14 and/or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be limited to:
  2. a) the allotment of equity securities or sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities open for acceptance for a period fixed by the Directors (but in relation to the authority granted under resolution 14b, by way of fully pre-emptive offer only):
• (i) to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings held by them on the relevant record date; and
• (ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, as permitted by the rights attaching to those securities,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems arising in or under the laws of any territory or the requirements of any regulatory body or stock exchange or any other matter;

• b) the allotment of equity securities for cash (in relation to the authority granted under resolution 14a) or sale of treasury shares (other than pursuant to paragraph (a) of this resolution 15) up to an aggregate nominal amount of £498,069; and
• c) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) and subparagraph (b) of this resolution 15) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under sub-paragraph (b) of this resolution 15, provided that the authority under this sub-paragraph shall be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

and this authority shall (unless renewed, varied or revoked by the Company) expire at the conclusion of the annual general meeting of the Company to be held in 2026 or 30 June 2026, whichever is the earlier, save that the Company may before such expiry make offers or enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the authority hereby conferred had not expired.

• 1. That, subject to the passing of resolution 14 and in substitution for all subsisting authorities to the extent unused, the Directors be and they are authorised, in addition to any authority granted under resolution 15, pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, Ordinary Shares) wholly for cash pursuant to the authority conferred by resolution 14 and/or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, and shall be limited to:
  2. a) the allotment of equity securities for cash, or the sale of treasury shares, having up to an aggregate nominal amount of £498,069; and
  3. b) the allotment of equity securities or sale of treasury shares (other than pursuant to sub-paragraph (a) of this resolution 16) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under sub-paragraph (a) of this resolution 16, provided that the authority under this sub-paragraph shall be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre‑Emption Group prior to the date of this notice,

and this authority shall (unless renewed, varied or revoked by the Company) expire at the conclusion of the annual general meeting of the Company to be held in 2026 or 30 June 2026, whichever is the earlier, save that the Company may before such expiry make offers or enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the authority hereby conferred had not expired.

• 1. That the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Act, to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the Directors think fit, subject to the following restrictions and provisions:
  2. a) the aggregate maximum number of Ordinary Shares hereby authorised to be purchased is 24,903,466;
  3. b) the maximum price (exclusive of associated expenses) which may be paid for an Ordinary Share is an amount being not more than the higher of:
• (i) 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and
• (ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venues where the purchase is carried out;
  • c) the minimum price (exclusive of any associated expenses) which may be paid for an Ordinary Share is its nominal value of 2p;
  • d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2026 or 30 June 2026, whichever is the earlier;
  • e) the Company may enter into a contract or contracts to purchase Ordinary Shares under this authority before the expiry of such authority, and may make a purchase of Ordinary Shares pursuant to any such contract or contracts, the purchase of which would or might be completed wholly or partly after the expiration of this authority; and
  • f) any Ordinary Shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of any applicable laws or regulations, held as treasury shares.
• 1. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Registered office	By order of the Board
3rd Floor North	J. Gray
Kent House	Company Secretary
14–17 Market Place	25 April 2025
London
W1W 8AJ

Registered office By order of the Board

Registered in England and Wales, company number: 0897608

Explanatory notes to the proposed resolutions

Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 15 to 18 (inclusive) are proposed as special resolutions, which means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 – Annual Report and Accounts

The Directors are required to present to shareholders at the Annual General Meeting the Company's audited accounts and the Directors' and Auditor's Reports for the financial year ended 31 December 2024 (the '2024 Annual Report and Accounts').

Resolution 2 – Directors' Remuneration Report

UK-listed companies are required to put before their shareholders in a general meeting a resolution inviting shareholders to approve their annual remuneration report (excluding the directors' remuneration policy). The Company's Directors' Remuneration Report, which can be found on pages 107 to 122 (excluding pages 109 to 113) of the 2024 Annual Report and Accounts, details the Directors' remuneration for the year ended 31 December 2024.

This resolution is advisory and does not affect the actual remuneration paid to any individual Director. It serves to provide shareholder feedback to the Remuneration Committee.

As required by the Directors' Remuneration Report Regulations 2002, Ernst & Young LLP has audited those parts of the Directors' Report on Remuneration capable of being audited and their report can be found on pages 114 to 122 of the 2024 Annual Report and Accounts.

Resolution 3 – Approval of final dividend

A final dividend can only be paid after it has been approved by the shareholders. A final dividend of 1.11 cents per ordinary share for the year ended 31 December 2024 is recommended by the Directors for payment on 25 July 2025, to shareholders who are on the register of members at the close of business on 27 June 2025.

Resolutions 4–10 – Re-election of Directors

The Company's Articles of Association require the Directors to submit themselves for election at the first opportunity after their appointment and from then on for re-election every three years. Notwithstanding this, as in previous years and in line with good governance requirements of the UK Corporate Governance Code, all of the Company's Directors wishing to continue in their role are offering themselves for re-election.

The Board has reviewed the independence of each Non-Executive member of the Board and determined that they are independent from management. The Board confirms that, following formal performance evaluations, all of the Directors continue to perform effectively and demonstrate commitment to the role. As part of this, the Board has deemed that each Director's contribution continues to be important to the Company's long-term sustainable success and recommends that all Directors standing for re-election should be re-appointed for a further year.

The Board, therefore, proposes the re-election of all Directors standing for re-election. Biographical details for each of the Directors together with an explanation of the importance of their contribution to the Company and the reasons for their re-election are provided on pages 88 and 80 of the 2024 Annual Report and Accounts.

Resolutions 11 and 12 – Re-appointment and remuneration of the auditor

The auditor of a company must be appointed at each annual general meeting at which accounts are presented. Resolution 11, on the Audit Committee's recommendation, proposes the re-appointment of Ernst & Young LLP, until the next general meeting at which accounts are presented.

Resolution 12 is a separate resolution which gives authority to the Directors to determine the auditor's remuneration.

Resolution 13 – Authority to offer scrip dividend

This resolution seeks to renew the authority granted at last year's annual general meeting for the Directors to offer shareholders the option to take dividends in ordinary shares instead of cash.

While the Board does not intend to introduce a scrip dividend programme at this time, this resolution is proposed to provide flexibility in the future.

Resolution 14 – Authority to allot shares

Resolution 14 deals with the Directors' authority to allot shares.

At the last AGM of the Company held on 2 May 2024, the Directors were given authority to allot shares in the capital of the Company up to a maximum nominal amount of £1,700,875 representing approximately one-third of the Company's then issued ordinary share capital. This authority expires at the end of this year's AGM.

The 2023 Investment Association (IA) guidelines on Directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital is only used to allot shares pursuant to a fully pre‑emptive offer.

In light of these guidelines, the Board considers it appropriate for the Directors to be granted authority to allot shares in the Company up to an aggregate nominal amount of £1,643,628, representing approximately one-third of the Company's issued ordinary share capital (excluding treasury shares) at 25 April 2025 (the latest practicable date prior to the publication of this notice of meeting) and for the Directors to be granted authority to allot approximately a further one-third of the Company's issued share capital (excluding treasury shares) for a fully pre-emptive offer in favour of ordinary shareholders with an aggregate nominal amount of £1,643,628. The authority contained in this resolution will expire at the conclusion of the 2026 annual general meeting or 30 June 2026, whichever is the earlier. The Directors consider that this authority is desirable to allow the Company to retain flexibility.

12,697,887 ordinary shares are currently held in treasury by the Company.

Resolutions 15 and 16 – Disapplication of pre-emption rights (special resolutions)

These resolutions seek authority for the Directors, pursuant to the authority granted by resolution 14, to allot equity securities (as defined in the Companies Act 2006) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings. In certain circumstances, it may be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash or to sell treasury shares for cash without first offering them to existing shareholders in proportion to their holdings.

These disapplication authorities are in line with institutional shareholder guidance, and in particular with the Pre-Emption Group's Statement of Principles (the 'Pre-Emption Principles'). The Pre-Emption Principles were revised in November 2022 to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or has taken place in the 12-month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer, as further explained below.

Resolution 15 would authorise the Directors to do this by allowing the Directors to allot shares for cash (pursuant to the authority granted by resolution 14) or sell treasury shares for cash: (i) by way of a pre-emptive offer of securities otherwise than strictly pro-rata (and on the basis that the Directors can make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems, such as fractional entitlements); or (ii) otherwise up to an aggregate nominal value of £498,069 which is equivalent to approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) on 25 April 2025 (the latest practicable date prior to the publication of this notice of meeting) allot, by way of a follow-on offer, equity securities for cash and sell treasury shares up to an aggregate maximum nominal amount of 20% of any allotment of equity securities or sale of treasury shares allotted pursuant to sub-paragraph (b) of resolution 15.

If given, the authority will expire at the conclusion of the next annual general meeting in 2026 or on 30 June 2026, if earlier. The Directors intend to renew such power at successive annual general meetings in accordance with best practice.

The Directors are seeking further authority under resolution 16 to offer (or sell treasury shares) for cash other than to existing shareholders pro-rata to their holdings up to an aggregate nominal value of £498,069, which is equivalent to approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) on 25 April 2025 (the latest practicable date prior to the publication of this notice of meeting). This is in addition to the 10% referred to in resolution 15 and can only be used for the purposes of financing or refinancing a transaction. In addition, sub-paragraph (b) of resolution 16 will permit the Directors to allot, by way of a follow-on offer, equity securities for cash and sell treasury shares up to an aggregate maximum nominal amount of 20% of any allotment of equity securities or sale of treasury shares allotted pursuant to sub-paragraph (a) of resolution 16. The proceeds of any follow-on offer under this authority can only, however, be used for the purposes of financing or refinancing a transaction, as is the case of the authority under sub-paragraph (a) of resolution 16. If given, the authority will expire at the conclusion of the next annual general meeting in 2026 or on 30 June 2026, if earlier.

Explanatory notes to the proposed resolutions continued

Resolutions 15 and 16 – Disapplication of pre-emption rights (special resolutions) continued

Whilst embracing the flexibility conferred by the authorities sought in resolutions 15 and 16, the Board recognises that any existing shareholder may be keen to participate in a non-pre-emptive offer carried out under these authorities. The Board is therefore supportive of the follow-on offer approach set out in the Statement of Principles on Disapplying Pre-Emption Rights, which may be used to facilitate the participation of existing retail investors who were not allocated shares in the non-pre-emptive offer. The features of follow-on offers are set out in the Statement of Principles on Disapplying Pre-Emption Rights but broadly a follow-on offer should: (i) be made to all existing shareholders (other than those who participated in the non-pre-emptive offer); (ii) entitle shareholders to subscribe for shares up to a maximum of £30,000 each, at the same price as (or lower than) the non-pre-emptive offer; and (iii) be open for a period which allows shareholders to become aware of and make an investment decision in relation to the offer.

These resolutions renew the present authority granted at the annual general meeting held on 2 May 2024, which is set to expire at the end of this year's Annual General Meeting. The Directors have no present intention to exercise the authority conferred by these resolutions, but the authority sought provides the Company with greater flexibility in pursuing its strategy of building a diversified and growing portfolio of royalties which should generate long-term cash flow growth for shareholders.

As at 25 April 2025 (the latest practicable date prior to the publication of this notice of meeting), the Company held 12,697,887 ordinary shares in treasury.

Resolution 17 – Authority to purchase own shares (special resolution)

The Directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares should market conditions and price justify such action. Under the Companies Act 2006, the Company requires authorisation from its shareholders if it is to purchase its own shares.

Subsequently, this resolution seeks authority from shareholders to empower the Directors to make limited on-market purchases. The resolution limits this authority to a maximum number of ordinary shares that may be acquired of 24,903,466, being 10% of the Company's issued ordinary share capital at 25 April 2025 (the latest practicable date prior to the publication of this notice of meeting). The resolution specifies the minimum and maximum prices at which the ordinary shares may be bought under this authority. The authority conferred by this resolution will expire at the conclusion of the 2026 annual general meeting or 30 June 2026, whichever is the earlier, from the date of the passing of the resolution.

Any shares purchased under this authority will either be cancelled or held as treasury shares. As at 25 April 2025 (the latest practicable date prior to the publication of this notice of meeting), there were options outstanding over 5,771,236 ordinary shares, which represent 2.32% of the Company's issued share capital at that date and would represent 2.57% of the Company's issued share capital if the authority to purchase the Company's ordinary shares was to be exercised in full.

The Directors have no present intention of exercising this power and intend to exercise it only if they believe that the effect of such purchases will be to increase earnings per share. They will also have regard to whether, at the time, this represents the best use of the Company's resources and is to the benefit of the shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account in reaching such a decision.

Resolution 18 – Short notice of general meetings (special resolution)

The implementation of the Shareholder Rights Directive in August 2009 increased the notice period required for general meetings of a company from 14 clear days to 21 clear days. However, companies have the ability to reduce this notice period to not less than 14 clear days, provided that they offer facilities for shareholders to vote and appoint proxies by electronic means and that, annually, shareholder approval is obtained. Annual general meetings must continue to be held on at least 21 clear days' notice.

The Directors are, therefore, proposing this resolution to seek such shareholder approval for 14 clear days to be the minimum period of notice for all general meetings of the Company, other than annual general meetings. The approval will expire at the conclusion of the 2026 annual general meeting, when it is intended that renewal of this authority will be sought. The shorter notice period would not be used as a matter of routine for such meetings, but only where this is merited by the nature or urgency of the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Explanatory notes to the notice of meeting

• 1. A member entitled to attend, speak and vote at the above meeting may appoint one or more persons as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting, provided that, if more than one proxy is appointed, each proxy is appointed to exercise rights attaching to different shares held by that member. A proxy need not be a member of the Company. A Form of Proxy is enclosed with this notice. If you wish your proxy to speak at the meeting, you should appoint a proxy other than the Chairman of the meeting and give your instructions to that proxy. Completion and return or submission electronically of the Form of Proxy will not prevent a member from attending the meeting and voting in person if he so wishes.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. In order to be valid, Forms of Proxy for the meeting should be completed, signed and delivered (together with the power of attorney or other authority (if any) under which it is executed or a notarially certified copy of such power or authority) to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or submitted electronically not later than 48 hours before the time fixed for the meeting (excluding non-working days) or, in the case of a poll taken subsequently to the date of the meeting, or any adjourned meeting, not less than 48 hours before the time appointed for the taking of the poll or for holding the adjourned meeting (excluding non-working days). Shareholders who intend to appoint more than one proxy can photocopy the Form of Proxy prior to completion. The Forms of Proxy should be returned in the same envelope and each should indicate that it is one of more than one appointment being made.
• 1. An abstention (or 'vote withheld') option has been included on the Form of Proxy. The legal effect of choosing the abstention option on any resolution is that the shareholder concerned will be treated as not having voted on the relevant resolution. The number of votes in respect of which there are abstentions will, however, be counted and recorded, but disregarded in calculating the number of votes for or against each resolution.
• 1. Electronic Proxy Appointment (EPA) is available for this Annual General Meeting. It is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. EPA will not be valid if received after 11.00am on 3 June 2025, or, if the AGM is adjourned, 48 hours before the time for holding the adjourned AGM (excluding non-working days) and will not be accepted if found to contain a computer virus.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available at www.euroclear.com). The message must, in order to be valid, be transmitted so as to be received by the Company's Registrars, Equiniti (CREST participant ID RA19), not later than 48 hours before the time fixed for the meeting (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the proxy through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the Form of Proxy and would like to change the instructions using another Form of Proxy, please contact Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The deadline for receipt of proxy appointments above also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last delivered or received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was last delivered or received, none of them shall be treated as valid in respect of that share. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.

Explanatory notes to the notice of meeting continued

• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
• 1. Attendees will be asked to confirm the details of the relevant shareholding they are representing and should bring proof of identity to the meeting.
• 1. A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the 'Act') to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in notes 1 and 3 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered members of the Company.
• 1. As at 25 April 2025 (the latest practicable date prior to the publication of this notice of meeting), the Company's issued share capital amounted to 261,732,553 ordinary shares carrying one vote each. 12,697,887 ordinary shares are held in treasury. Therefore, the total voting rights in the Company as at 25 April 2025 were 249,034,666 votes.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that only those members registered on the register of members of the Company as at 6.30pm (UK time) on 3 June 2025 (or in the event that the meeting is adjourned, only those shareholders registered on the register of members of the Company as at 6.30pm (UK time) on the day which is two days prior to the adjourned meeting excluding any part of a day that is not a business day) shall be entitled to attend or vote (whether in person or proxy) at the above meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. Information regarding the Annual General Meeting, including information required by section 311A of the Act, and a copy of this notice of Annual General Meeting are available on the Company's website, www.ecora-resources.com.
• 1. Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which Annual Accounts and Reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
• 1. Under section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the Annual General Meeting put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Except as provided above, members who wish to communicate with the Company in relation to the Annual General Meeting should do so using the following means: (a) by writing to the Company Secretary at the Company's registered office address at 3rd Floor North, Kent House, 14–17 Market Place, London W1W 8AJ; or (b) by writing to the Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. No other methods of communication will be accepted. In particular, members may not use any electronic address provided in this notice or in any related documents (including the accompanying Form of Proxy) to communicate with the Company for any purpose other than those expressly stated in this notice or in such other related documents.
• 1. The Executive Directors' service contracts and the letters of appointment of the Non-Executive Directors will be available for inspection at the Company's registered office during normal business hours on any weekday (excluding public holidays) until the time of the Annual General Meeting and will be available at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, United Kingdom, at least 15 minutes prior to, and during, the Annual General Meeting.
• 1. The results of the voting at the Annual General Meeting will be announced through a Regulatory Information Service and will appear on the Company's website at www.ecora-resources.com.
• 1. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which, and the manner in which, your personal data is to be processed. The Company and any third party to whom it discloses the data (including the Registrars) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

Appendix to the notice of meeting Directors' biographies

A.R.K. Webb (56) ^N

Chairman

Qualifications: MA (Natural Sciences)

Appointed: 15 January 2024

Career and experience

Mr. Webb has over 25 years' experience in corporate finance and capital markets with significant financial and natural resources experience. He has a MA in Natural Sciences from the University of Cambridge and was previously a Managing Director at Rothschild & Co in the Global Advisory team, where he worked for 25 years until 2018. During this time, Mr. Webb advised governments, private and listed companies and joint ventures on strategy, fundraising, debt financing, mergers, on and off-market acquisitions, disposals and restructurings. Mr. Webb currently serves as Chairman of Kenmare Resources plc and acts as a Non-Executive Director of a number of private and not for profit companies.

Importance of contribution to the Company and reasons for re-election

Mr. Webb brings a wealth of industry, financial and transaction experience to the Ecora Board, together with a track record of strong leadership. Drawing on his experience, Mr. Webb will continue to effectively lead the Board fostering a positive and supportive culture which encourages each of the Directors to contribute their perspectives and insights to shape the Group's strategy.

Other current appointments

Non-Executive Chairman of Kenmare Resources plc.

Nationality

British

M. Bishop Lafleche (41) ^{E S}

Chief Executive Officer

Qualifications: BA (Hons), MSc (Banking & Finance), CFA

Appointed: 1 April 2022

Career and experience

Mr. Bishop Lafleche joined the Board as Chief Executive Officer in 2022. He brings a deep understanding of the royalty and stream sector, Ecora Resources' current portfolio as well as its culture and values developed over the past 11 years. Mr. Bishop Lafleche joined Ecora Resources in 2014 and was instrumental in the transformational Voisey's Bay cobalt stream acquisition in 2021 and the acquisition of the South32 portfolio of copper and nickel royalties in 2022, pivoting the Group towards critical minerals and away from its coal heritage. Prior to joining the Group, he worked at Citigroup primarily in the Metals & Mining Investment Banking team as well as in the European Leveraged Finance team, where he worked on a variety of M&A transactions as well as debt and equity financings for clients across the Metals & Mining and other sectors. He has an MSc in Banking and International Finance from Bayes Business School and a BA (Hons) in Political Science from the University of Western Ontario, and became a CFA charterholder in 2013.

Importance of contribution to the Company and reasons for re-election

Mr. Bishop Lafleche, having been with the Group for the past 11 years, has been instrumental in originating, negotiating, structuring and executing the acquisitions that have transformed the business. This practical experience and industry knowledge, combined with his deep understanding of Ecora's culture and values, uniquely qualifies him to continue to execute the Group's strategy and create value for all our stakeholders.

Other current appointments

None

Nationality

Canadian

Committee member key

A Audit Committee E Executive Committee N Nomination Committee R Remuneration Committee

S Sustainability Committee Committee Chair

Appendix to the notice of meeting continued Directors' biographies

K. Flynn (44) ^E Chief Financial Officer

Qualifications: BA (Hons), FCA (Ireland)

Appointed: 1 January 2020

Career and experience

Mr. Flynn joined Ecora Resources as Chief Financial Officer in January 2012, and was appointed Executive Director in January 2020. Mr. Flynn is a member of the Executive Committee and plays a key role in the overall management and direction of the Company in partnership with the Chief Executive Officer. He is a Chartered Accountant with over 20 years of experience in corporate finance both in practice and in the London listed market, having held senior roles within FTSE 100 and FTSE 250 real estate businesses. In his time with Ecora Resources, he has originated and negotiated all of the Group's borrowing facilities and played a leading role in raising equity. Mr. Flynn is closely involved in all investment decisions and in driving the Company's strategy.

Importance of contribution to the Company and reasons for re-election

Mr. Flynn is a member of the Executive Committee and plays a key role in the overall management and direction of the Company in partnership with the Chief Executive Officer. In his time with Ecora Resources, he has originated and negotiated all of the Group's borrowing facilities and played a leading role in raising equity. Mr. Flynn is closely involved in all investment decisions and in driving the Company's strategy.

Other current appointments

None

Nationality

Irish

Qualifications: MSc

Appointed: 23 August 2021

Career and experience

Ms. Shine is a highly experienced mining Non-Executive Director, executive mentor and mining industry adviser with a career spanning over 30 years. Previously, she was CEO of De Beers Trading Company where she worked with stakeholders across the supply chain to introduce new distribution and price strategies for the business. In addition, Ms. Shine has worked extensively as an executive mentor focusing on leaders and business growth and transformation. Ms. Shine was previously a Non-Executive Director of Lonmin PLC and served on the board of Petra Diamonds plc from January 2019 to November 2024, initially as a Non-Executive Director before being appointed Chair of the board in November 2023; she also served as Chair of the Nomination and Investment Committees. In addition to her role at Ecora Resources, Ms. Shine is also Lead Independent Director and remuneration committee Chair of Sarine Technologies, and trustee of the Teenage Cancer Trust.

Importance of contribution to the Company and reasons for re-election

Ms. Shine has a wealth of experience and business acumen gained throughout her career, with a particular focus on remuneration matters and developing senior executives, which makes her ideally suited to serve as Chair of the Company's Remuneration Committee. She brings related input from her role as the Chair of the Remuneration Committee for Sarine Technologies Limited.

Ms. Shine currently serves as the Company's Senior Independent Director, providing a sounding board for the Chairman and acting as intermediary for other Non-Executive Directors and shareholders.

Other current appointments

Lead Independent Director of Sarine Technologies Limited, trustee of the Teenage Cancer Trust.

Nationality

British

Committee member key

A Audit Committee E Executive Committee N Nomination Committee R Remuneration Committee

S Sustainability Committee Committee Chair

C. Coignard (61) ^{N R S} Independent Non-Executive Director

Qualifications: MBA, Corporate Finance

Appointed: 1 January 2023

Career and experience

Ms. Coignard has over 30 years' experience in the finance and mining sectors. Ms. Coignard is founder and Managing Director of Coignard & Haas GmbH, a strategy and corporate finance advisory firm specialising in emerging markets and a range of commodities including nickel, copper, gold, PGMs, lithium, iron ore, PGMs and rare earths. She has worked as Managing Director of HCF International Advisers, a leading independent strategic and corporate finance adviser to the metals and mining sector. Prior to that Ms. Coignard was Head of Investment, Strategy and Corporate Finance at Norilsk Nickel PJSC following several years of serving in various risk, project finance and corporate finance roles at the Royal Bank of Canada, Société Générale and Citi. Between 2014 and 2020 she was an Independent Non-Executive Director of Polymetal International Plc, serving as a member of the Audit & Risk Committee, the Nomination Committee and the Remuneration Committee throughout this period, chairing the Remuneration Committee from 2015 to 2020. Between 2014 and 2018 Christine was also Polymetal's Senior Independent Director. Ms. Coignard is currently a Non-Executive Director of Eramet SA where she is a member of the Nomination Committee, the Strategy and Sustainability Committee, and the Audit, Risk, and Ethics Committee. She is also a Non-Executive Director of Rigel Resources Acquisition Corp. since 2021, a SPAC listed on the NYSE.

Importance of contribution to the Company and reasons for re-election

Ms. Coignard has vast board and industry experience with a particular focus on sustainability which provides the Board with invaluable insight and enables her to constructively challenge matters that come before the Board and Committees on which she serves, especially the Sustainability Committee.

Other current appointments

Non-Executive Director of Eramet SA and Independent Non-Executive Director of Rigel Resources Acquisition Corp.

Nationality

French and Canadian

Qualifications: B Comm, CA

Appointed: 1 November 2019

Career and experience

Mr. Dacomb was a partner at Ernst & Young for 26 years where, for his last 12 years, he was a lead partner in the extractive industry, responsible for co-ordinating the provision of a full suite of services to multinational mining and oil and gas clients including Xstrata, Fresnillo and BP across a broad range of countries, including emerging markets. In addition to audit services, Mr. Dacomb provided critical advice for his clients on corporate governance structures, risk management, acquisitions, disposals and financial systems and controls. From 2011 to 2018, Mr. Dacomb was a member of the Financial Reporting Review Panel. Mr. Dacomb was a Non-Executive Director of Ferrexpo plc from June 2019 to December 2023, where he also served as Chair of the Audit Committee. In addition to his role at Ecora Resources, since December 2024 Mr. Dacomb has served on the board of Capital Limited as a Non-Executive Director and Chair of the Audit Committee and as a member of the Remuneration and Nomination Committees.

Importance of contribution to the Company and reasons for re-election

Mr. Dacomb has wide audit experience that makes him ideally suited to serve as Chairman of the Company's Audit Committee and act as its financial expert. He brings related input from his previous role as the Chair of the Audit Committee for Ferrexpo plc.

Mr. Dacomb also serves on the Company's Remuneration Committee, where his understanding of employee and investor points of view provides important input.

Other current appointments

Non-Executive Director of Capital Limited.

Nationality

British

Committee member key

A Audit Committee E Executive Committee N Nomination Committee R Remuneration Committee

S Sustainability Committee Committee Chair

Appendix to the notice of meeting continued Directors' biographies

J.E. Rutherford (65) ^{A N R S} Independent Non-Executive Director

Qualifications: BSc (Econ), MA (Econ)

Appointed: 1 November 2019

Career and experience

Mr. Rutherford has over 25 years' experience in investment management and investment banking, specialising in the global mining and metals sector. Mr. Rutherford has extensive international experience, and brings to the Board considerable financial insight from the perspective of the capital markets and a deep understanding of the mining industry. He has held senior appointments with various companies including Senior Vice President with Capital International Investors, a division of Capital Group and Vice President of Equity Research at the investment bank HSBC James Capel in New York. Mr. Rutherford has also held investment analyst roles with Credit Lyonnais, covering diversified industrials, and with CRU International, covering the copper industry. He has previously served as a Non-Executive Director of Anglo American plc from 2013 to 2020 and was the Senior Non-Executive Director of GT Gold Corp from 2019 to 2021 when it was taken over by Newmont Corporation. Mr. Rutherford stepped down as a Non-Executive Director of Evraz plc on 3 March 2022 having served on the board since 15 June 2021. Mr. Rutherford served on the board of Centamin plc from January 2020 initially as Deputy Non‑Executive Chairman and then as Non-Executive Chairman from July 2020 to November 2024 when it was taken over by AngloGold Ashanti plc.

Importance of contribution to the Company and reasons for re-election

Mr. Rutherford has extensive international experience, contributes to Ecora's considerable financial insight from the perspective of the capital markets and has a deep understanding of the mining industry. His other external appointments allow Mr. Rutherford to bring a broad range of recent and relevant skills to his chairmanship of the Company's Sustainability Committee, together with the other Committees on which he serves.

Other current appointments

None

Nationality

British

Committee member key

A Audit Committee E Executive Committee N Nomination Committee R Remuneration Committee S Sustainability Committee Committee Chair

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Ecora Resources PLC

3rd Floor North Kent House 14–17 Market Place London W1W 8AJ United Kingdom

info@ecora-resources.com www.ecora-resources.com