ACDC METALS LTD — Proxy Solicitation & Information Statement 2026

May 24, 2026

ACDC METALS LTD
ACN 654 049 699
NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10:00am (AEST)
DATE: Wednesday 24 June 2026
PLACE: Level 6
99 William Street
MELBOURNE VIC 3000

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

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm on Monday, 22 June 2026.

---

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 11,236,924 PLACEMENT SHARES

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 7.4 and for all other purposes, Shareholders ratify the issue of 11,236,924 Shares on the terms and conditions set out in the Explanatory Statement."

1. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF 7,493,076 PLACEMENT SHARES

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 7.4 and for all other purposes, Shareholders ratify the issue of 7,493,076 Shares on the terms and conditions set out in the Explanatory Statement."

1. RESOLUTION 3 – APPROVAL TO ISSUE NEW OPTIONS TO PLACEMENT PARTICIPANTS

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 7.1 and for all other purposes, approval is given for the Company to issue up to 9,365,000 New Options to Placement Participants on the terms and conditions set out in the Explanatory Statement."

1. RESOLUTION 4 – APPROVAL TO ISSUE NEW OPTIONS TO CYGNET

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 7.1 and for all other purposes, approval is given for the Company to issue up to 7,500,000 New Options to Cygnet (or its nominee/s) on the terms and conditions set out in the Explanatory Statement."

Dated: 20 May 2026

---

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

Resolutions 1 & 2 – Ratification of Inter-issue of Placement Stores	The Placement Participants or any other person who participated in the issue or an associate of that person or those persons.
Resolution 3 – Approval to Issue New Options to Placement Participants	The Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 4 – Approval to Issue New Options to Cygnet	Cygnet (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an 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 a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair 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.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 3 8548 7880.

---

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS 1 TO 4

1.1 Placement

As announced on 30 April 2026, the Company received firm commitments from professional and sophisticated investors to raise $936,500 through the issue of 18,730,000 Shares at an issue price of $0.05 per Share, together with one (1) free attaching Option (New Option) for every two (2) Shares issued, exercisable at $0.075 each on or before the date that is two years from their issue (Placement).

The Placement comprises:

(a) 11,236,924 Shares that were issued under the Company's existing placement capacity under Listing Rule 7.1 on 7 May 2026, which the Company is seeking to ratify under Resolution 1;

(b) 7,493,076 Shares that were issued pursuant to the Company's Listing Rule 7.1A mandate on 7 May 2026, which the Company is seeking to ratify under Resolution 2; and

(c) 9,365,000 New Options, exercisable at $0.075 on or before 5pm (AEST) on the date that is 24 months from the date of issue, which will be issued to the recipients of the Shares under the Placement on a one for two basis, subject to obtaining Shareholder approval under Resolution 3.

1.2 Entitlement Offer

In conjunction with the Placement, as announced on 30 April 2026, the Company proposed to undertake a pro-rata non-renounceable rights offer of one (1) Share for every three (3) Shares held on the record date at an issue price of $0.05 per Share together with one (1) free attaching New Option for every two (2) Shares subscribed for and issued (Entitlement Offer).

The issue of Securities pursuant to the Entitlement Offer will not be subject to Shareholder approval as they will not take up the Company's available placement capacity due to the operation of Listing Rule 7.2 (Exception 1).

1.3 Lead Manager

On 27 April 2026, the Company entered into a mandate with Cygnet Capital Pty Ltd (ACN 103 488 606) (Authorised Representative Number 000279068 of AFSL: 241095) (Cygnet or Lead Manager), pursuant to which Cygnet was engaged by the Company to act as lead manager to the Placement and the Entitlement Offer (Lead Manager Mandate). As part consideration for the services provided by Cygnet, the Company has agreed to issue up to 7,500,000 New Options (with a subscription price of $0.0001 per New Option) to Cygnet (or its nominee/s) subject to attaining Shareholder approval under Resolution 4. The material terms of the Lead Manager Mandate are set out below:

| Fees | Under the terms of this engagement, the Company has agreed to pay the Lead Manager:
(a) 6% (plus GST) of the total funds raised under the Placement;
(b) 6% (plus GST) of the total shortfall funds placed by Cygnet under the Entitlement Offer; and
(c) up to 7,500,000 New Options, pursuant to the Lead Manager Offer.

The issue of up to 7,500,000 New Options (with a subscription price of $0.0001 per New Option), are subject to Shareholder approval (refer to Resolution 4) and will be varied on a pro-rata basis in the |
| --- | --- |

---

5

event there is a remaining shortfall in the Entitlement Offer, not placed by the Lead Manager.

| Corporate advisory | The Company has agreed to engage the Lead Manager to provide general corporate advice, prepare investor presentations and marketing material, provide advice on capital raisings and assist with the assessment of acquisition opportunities and introduction to institutions and other investors.

The Company has agreed to pay the Lead Manager an advisory service fee of $7,000 (plus GST) per month for 6 months from the date of commencement of the Lead Manager Mandate. |
| --- | --- |
| Expenses | The Company agrees to reimburse the Lead Manager for all disbursements and expenses relating to or arising from the Lead Manager’s involvement in the Entitlement Offer and the Placement. The Lead Manager will seek approval from the Company before incurring any expense greater than $2,000.

The Company will reimburse the Lead Manager for all settlement-related costs up to a maximum of $5,000. The Lead Manager will seek approval from the Company before proceeding with settlement if the total settlement-related costs are expected to exceed $5,000. |

Other than as noted above, the Lead Manager Mandate contains terms which are standard for an agreement of its type.

1.4 Use of funds

The funds raised under the Placement and Entitlement Offer will be used by the Company towards the cost of the acquisition of the Mount Jackson Project, advancing exploration activities at the Mount Jackson Project, exploration at the Company's existing projects and for general working capital requirements of the Company.

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

2.1 General

As set out above, these Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 18,730,000 Shares at an issue price of $0.05 per Share under the Placement, comprising:

(a) Resolution 1, which relates to the ratification of 11,236,924 Shares issued under the Company's Listing Rule 7.1 placement capacity; and
(b) Resolution 2, which relates to the ratification of 7,493,076 Shares issued under the Company's Listing Rule 7.1A placement capacity.

2.2 Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 25 November 2025.

The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.

---

6

2.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

2.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the issue will be excluded in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If these Resolutions are not passed, the issue will be included in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

2.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	Professional and sophisticated investors who were identified through a bookbuild process, which involved Cygnet seeking expressions of interest to participate in the capital raising from non-related parties of the Company (Placement Participants).
The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company.
Number and class of Securities issued	18,730,000 Shares were issued on the following basis:
(a) 11,236,924 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 1); and
(b) 7,493,076 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2).
Terms of Securities	The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.
Date(s) on or by which the Securities were issued	7 May 2026.
Price or other consideration the Company received for the Securities	$0.05 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A.
Purpose of the issue, including the intended use of any funds raised by the issue	Refer to Section 1.4 for details of the proposed use of funds.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1 or 7.1A.

---

7

3. RESOLUTION 3 – APPROVAL TO ISSUE NEW OPTIONS TO PLACEMENT PARTICIPANTS

3.1 General

As set out in Section 1.1, the Company is proposing to issue up to 9,365,000 New Options free-attaching to the Shares issued under the Placement on a one for two basis. This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 9,365,000 New Options.

3.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.

3.3 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue of the New Options. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue of New Options.

3.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	The Placement Participants.
The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	Up to 9,365,000 New Options will be issued.
Terms of Securities	The New Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the Securities will be issued	The Company will not issue any New Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The issue price of the New Options will be nil as they will be issued free attaching with the Shares issued under the Placement on a one for two basis.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue of the New Options is to satisfy the Company’s obligations under the Placement.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

---

8

4. RESOLUTION 4 – APPROVAL TO ISSUE NEW OPTIONS TO CYGNET

4.1 General

Pursuant to the terms of the Lead Manager Mandate, the Company has agreed to issue 7,500,000 New Options in part consideration for the services provided by Cygnet in relation to the Placement and subsequent Entitlement Offer.

4.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.

4.3 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue of the 7,500,000 New Options. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue of the 7,500,000 New Options. In such circumstances the Company may be required to re-negotiate payment terms under the Lead Manager Mandate (summarised in Section 1.3) which may require the Company to pay Cygnet additional cash fees.

4.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	Cygnet (or its nominee/s).
Number of Securities and class to be issued	Up to 7,500,000 New Options will be issued.
Terms of Securities	The New Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the Securities will be issued	The Company will not issue any New Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The 7,500,000 New Options will be issued at a deemed issue price of $0.0001 per New Option, in consideration for lead manager services provided by Cygnet.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue of the 7,500,000 New Options is to satisfy the Company’s obligations under the Lead Manager Mandate.
Summary of material terms of agreement to issue	The New Options are being issued to Cygnet under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 1.3.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

---

GLOSSARY

$ means Australian dollars.

AEST means Australian Eastern Standard Time as observed in Melbourne, Victoria.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means ACDC Metals Ltd (ACN 654 049 699).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Entitlement Offer has the meaning given in Section 1.2.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager Mandate has the meaning given in Section 1.3.

Lead Manager or Cygnet means Cygnet Capital Pty Ltd (ACN 103 488 606) (Authorised Representative Number 000279068 of AFSL: 241095).

Listing Rules means the Listing Rules of ASX.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Meeting means the meeting convened by the Notice.

New Option has the meaning given in Section 1.1.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Placement has the meaning given in Section 1.1.

Placement Participants has the meaning given in Section 2.5.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Security means a Share or Option (as applicable).

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

Shareholder means a registered holder of a Share.

9

---

10

SCHEDULE 1 – TERMS AND CONDITIONS OF THE NEW OPTIONS

1.	Entitlement	Each New Option entitles the holder to subscribe for one Share upon exercise of the New Option.
2.	Exercise Price	Subject to paragraph 9, the amount payable upon exercise of each New Option will be $0.075 (Exercise Price).
3.	Expiry Date	Each New Option will expire at 5:00 pm (AEST) on the date that is two years from their issue (Expiry Date).
A New Option not exercised before the Expiry Date will automatically lapse on the Expiry Date
4.	Exercise Period	The New Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
5.	Exercise Notice	The New Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the New Option certificate (Exercise Notice) and payment of the Exercise Price for each New Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
6.	Exercise Date	An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each New Option being exercised in cleared funds (Exercise Date).
7.	Timing of issue of Shares on exercise	Within five Business Days after the Exercise Date, the Company will:
(a) issue the number of Shares required under these terms and conditions in respect of the number of New Options specified in the Exercise Notice and for which cleared funds have been received by the Company;
(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 Shares does not require disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the New Options.
If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, 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 Shares does not require disclosure to investors.
8.	Shares issued on exercise	Shares issued on exercise of the New Options rank equally with the then issued shares of the Company.
9.	Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

---

10.	Participation in new issues	There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options without exercising the New Options.
11.	Change in exercise price/Adjustment for rights issue	A New Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the New Option can be exercised.
12.	Transferability	The New Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

---

acdc metals®

ACDC Metals Limited | ABN 76 654 049 699

Proxy Voting Form

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

Your proxy voting instruction must be received by 10:00am (AEST) on Monday, 22 June 2026, 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

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/#/home Shareholders 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 Key Management Personnel.

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://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at

https://portal.automic.com.au/investor/home 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:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBSITE:

https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia)

+61 2 9698 5414 (Overseas)

---

AUTOMIC
ADC

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of ACDC Metals Limited, to be held at 10:00am (AEST) on Wednesday, 24 June 2026 at Level 6, 99 William Street, MELBOURNE VIC 3000 hereby:

Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.

Please note: 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. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by marking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.

STEP 2 - Your voting direction

Resolutions		For	Against	Abstain
1	RATIFICATION OF PRIOR ISSUE OF 11,236,924 PLACEMENT SHARES	☐	☐	☐
2	RATIFICATION OF PRIOR ISSUE OF 7,493,076 PLACEMENT SHARES	☐	☐	☐
3	APPROVAL TO ISSUE NEW OPTIONS TO PLACEMENT PARTICIPANTS	☐	☐	☐
4	APPROVAL TO ISSUE NEW OPTIONS TO CYGNET	☐	☐	☐
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll.

STEP 3 - Signatures and contact details

Individual or Securityholder 1	Securityholder 2	Securityholder 3
☐ Sole Director and Sole Company Secretary	☐ Director	☐ Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
☐ / ☐ / ☐

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).