AIC MINES LIMITED — Proxy Solicitation & Information Statement 2025

Jul 9, 2025

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Notice of Extraordinary General Meeting and Explanatory Memorandum

The Extraordinary General Meeting of the Company will be held at Suite 1, Level 14, 221 St Georges Terrace, Perth, Western Australia 6000 on Wednesday 20 August 2025 at 11.00am (AWST)

Shareholders are strongly encouraged to vote online by following the instructions on the proxy form included with this Notice

This Notice of Extraordinary General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

If Shareholders have any questions regarding this Notice of Extraordinary General Meeting, they can contact the Company by email at cosec@aicmines.com.au

Notice of Extraordinary General Meeting

Introduction

Notice is given that the Extraordinary General Meeting of Shareholders of AIC Mines Limited ( AIC Mines or Company ) will be held at Suite 1, Level 14, 221 St Georges Terrace, Perth, Western Australia 6000 on 20 August 2025 at 11.00am (AWST).

Terms used in this Notice of Meeting are defined in section 6 ( Interpretation ) of the accompanying Explanatory Memorandum.

Background

As announced on 24 June 2025, AIC Mines received firm commitments for $55 million from institutional and sophisticated investors in a two-tranche placement of new fully paid ordinary shares ( New Shares ) at an issue price of $0.30 ( Placement ).

As part of the first tranche of the Placement, 142,800,000 New Shares were issued within the Company's placement capacity under Listing Rule 7.1 and Listing Rule 7.1A. The Company is now seeking shareholder approval to ratify the New Shares issued under Listing Rule 7.1 to refresh the Listing Rule 7.1 capacity under Resolution 1.

As part of the second tranche of the Placement, a total of 40,533,334 New Shares will be issued subject to shareholder approval as follows:

• New Shares will need to be issued outside of the Company's placement capacity under Listing Rule 7.1 and Listing Rule 7.1A. As such, approvals are sought at this meeting under Listing Rule 7.1 under Resolution 2; and

• the Company's largest shareholder, FMR Investments Pty Limited, applied for 28,605,967 New Shares under the Placement, and certain Directors of the Company applied for 2,000,000 New Shares under the Placement. As such, approvals are sought at this meeting under Listing Rule 10.11 under Resolutions 3 to 5.

The issue of New Shares as contemplated by Resolutions 1 to 5 do not fit within any of the exceptions under the Listing Rules.

Further information regarding the Placement is set out in the investor presentation released to the ASX on 20 June 2025.

Agenda

Ordinary Business

1 Resolution 1 – Ratification of issue of Tranche 1 LR 7.1 Shares

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

" Pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of the 85,274,398 New Shares ( Tranche 1 LR 7.1 Shares ) on the terms and conditions in the Explanatory Memorandum ."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• a person who participated in the issue of Tranche 1 LR 7.1 Shares; or

• an associate of those persons.

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However, this does not apply to a vote cast in favour of Resolution 1 by:

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

• the chair of the meeting 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

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

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2 Resolution 2 – Issue of Tranche 2 LR 7.1 Shares

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

" Pursuant to and in accordance with Listing Rule 7.1, 7.3 and for all other purposes, Shareholders approve the issue and allotment of 9,927,367 New Shares ( Tranche 2 LR 7.1 Shares ) on the terms and conditions in the Explanatory Memorandum ."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

• a person that 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 Shares); or

• an associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 2 by:

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

• the chair of the meeting 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

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

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3 Resolution 3 – Issue of 1,000,000 New Shares to an entity associated with Josef ElRaghy

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

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" Pursuant to and in accordance with Listing Rule 10.11, Shareholders approve the issue of 1,000,000 New Shares to El-Raghy Kriewaldt Pty Ltd on the terms and conditions in the Explanatory Memorandum ."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• El-Raghy Kriewaldt Pty Ltd or Josef El-Raghy;

• the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• an associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

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

• the chair of the meeting 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

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

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4 Resolution 4 – Issue of 1,000,000 New Shares to Aaron Colleran

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

" Pursuant to and in accordance with Listing Rule 10.11, Shareholders approve the issue of 1,000,000 New Shares to Aaron Colleran on the terms and conditions in the Explanatory Memorandum ."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• Aaron Colleran;

• the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• an associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 4 by:

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

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• the chair of the meeting 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

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

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5 Resolution 5 – Issue of 28,605,967 New Shares to FMR Investments Pty Limited

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

" Pursuant to and in accordance with Listing Rule 10.11, Shareholders approve the issue of 28,605,967 New Shares to FMR Investments Pty Limited on the terms and conditions in the Explanatory Memorandum ."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

• FMR Investments Pty Limited;

• the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• an associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 5 by:

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

• the chair of the meeting 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

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

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Other Business

To consider any other business that may be brought before the Meeting in accordance with the Company's Constitution.

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Action to be taken by Shareholders

Explanatory Memorandum

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

Entitlement to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Board has determined that persons who are registered holders of Shares in the Company as at 5:00 pm (AWST) on 18 August 2025 will be entitled to attend and vote at the Meeting as a shareholder. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

If more than one joint holder of Shares is present at the Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

On a poll, shareholders have one vote for every fully paid ordinary Share held (subject to the restrictions on voting referred to in the Notice of Meeting).

Proxies

Shareholders are encouraged to vote by voting online or by completing a Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form to the Notice of Meeting.

Proxy Forms can be lodged:

Online At www.investorvote.com.au By mail: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile: Scan the QR Code available on the proxy form. Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

Corporate Representative

If a representative of a Shareholder corporation is to attend the Meeting, a "Corporate Representative Certificate" should be completed and produced prior to the meeting. Please contact the Company's Share Registry for a pro forma certificate if required.

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By Order of the Board

AIC Mines Limited

Audrey Ferguson

Company Secretary

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Explanatory Memorandum

1 Introduction

This Explanatory Memorandum is provided to Shareholders of AIC Mines Limited ACN 060 156 452 ( Company ) to explain the Resolutions to be put to Shareholders at the Extraordinary General Meeting to be held at Suite 1, Level 14, 221 St Georges Terrace, Perth, Western Australia on 20 August 2025 at 11.00am (AWST).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum are defined in section 6.

2 Resolution 1 - Ratification of issue of Tranche 1 LR 7.1 Shares

2.1 Summary of relevant Listing Rules

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any Equity Securities, if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. Further Equity Securities may only be issued by the Company, if the issue is approved by Shareholders at a general meeting, unless another exception under Listing Rule 7.2 applies.

Given that the issue of the Tranche 1 LR 7.1Shares does not fit within any of the exceptions under Listing Rule 7.2, the Tranche 1 LR 7.1 Shares were issued within the Company's remaining capacity under Listing Rule 7.1. Resolution 1 seeks ratification of the issue of the Tranche 1 LR 7.1 Shares pursuant to Listing Rule 7.4, which allows Shareholders to approve the issue of securities after it has been made or agreed to be made.

If Resolution 1 is passed, the Tranche 1 LR 7.1 Shares will be excluded in calculating the Company's capacity under Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue. By ratifying this issue, the Company will retain the flexibility to issue Equity Securities in the future up to the annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 1 is not passed, the Tranche 1 LR 7.1 Shares will be included in calculating the Company's capacity under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue.

2.2 Information about the Placement

As announced on 24 June 2025, the Company received firm commitments for $55 million from institutional and sophisticated investors under a placement of new fully paid ordinary shares ( New Shares ) at an issue price of $0.30 ( Placement ). In conjunction with the Placement, the Company conducted a share purchase plan to Eligible Shareholders, which will close on 28 July 2025 and is anticipated to raise up to $10 million (before costs) ( SPP ).

As part of the Placement, on 30 June 2025, 85,274,398 New Shares were issued within the Company's placement capacity under Listing Rule 7.1 and 57,525,602 New Shares were issued within the Company's placement capacity under Listing Rule 7.1A.

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The Company's largest shareholder, FMR Investments Pty Limited, applied for 28,605,967 New Shares under the Placement, and certain Directors of the Company applied for 2,000,000 New Shares under the Placement, for which approval is sought under Resolutions 2 to 5.

The Joint Lead Managers for the Placement were Argonaut Securities Pty Limited and Jett Capital Advisors LLC.

The proceeds of the Placement and SPP will be applied towards the Eloise processing plant expansion, associated infrastructure, and exploration.

2.3

Technical information required by Listing Rule 7.5

Pursuant to Listing Rule 7.5 the following information is advised in relation to the issue of the Tranche 1 LR 7.1 Shares:

• (a) the Tranche 1 LR 7.1 Shares were issued to institutional and other professional or sophisticated investors* as part of the bookbuild process conducted by the Joint Lead Managers in respect of the Placement;

• (b) the number of New Shares issued under Listing Rule 7.1 is 85,274,398 New Shares;

• (c) the Tranche 1 LR 7.1 Shares are fully paid ordinary shares and ranked equally from the date of issue with all existing Shares on issue;

• (d) the Tranche 1 LR 7.1 Shares were issued on or around 30 June 2025;

• (e) the Tranche 1 LR 7.1 Shares were issued at an issue price of $0.30 per New Share, totalling $25,582,319.40;

• (f) proceeds from the Placement will be applied towards the Eloise processing plant expansion, associated infrastructure, and exploration; and

• (g) a voting exclusion statement is included in this Notice.

*These investors included an associated party of Argonaut Securities Pty Limited which subscribed for 2,800,000 New Shares. The Tranche 1 LR 7.1 Shares were not issued to any related parties, key management personnel or substantial holders in the Company.

2.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

3 Resolution 2 – Issue of Tranche 2 LR 7.1 Shares

3.1

Summary of relevant Listing Rules

As at the date of this Notice, the Company does not have sufficient capacity under Listing Rule 7.1 to issue the Tranche 2 LR 7.1 Shares. Information regarding Listing Rule 7.1 is set out above. Accordingly, Resolution 2 seeks approval of the issue of the Tranche 2 LR 7.1 Shares for the purposes of Listing Rule 7.1 as the issue of the Tranche 2 LR 7.1 Shares exceeds the Company’s available capacity under Listing Rule 7.1 and does not fall within any of the exceptions under Listing Rule 7.2.

If the Resolution is passed, the Company will be able to proceed with the issue of the Tranche 2 LR 7.1 Shares to sophisticated and professional investors without using the Company’s placement capacity under Listing Rule 7.1.

If Resolution 2 is not passed, the Company may be unable to issue the Tranche 2 LR 7.1 Shares to sophisticated and professional investors, or may only be able to proceed to issue a reduced number of Tranche 2 LR 7.1 Shares depending on the outcome of the other Resolutions.

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3.2 Prescribed information

Pursuant to Listing Rule 7.3 the following information is advised in relation to the issue of the Tranche 2 LR 7.1 Shares:

• (a) the Tranche 2 LR 7.1 Shares will be issued to institutional and other professional or sophisticated investors* as part of the bookbuild process conducted by the Joint Lead Managers in respect of the Placement;

• (b) the number of New Shares to be issued pursuant to Resolution 2 is 9,927,367;

• (c) the Tranche 2 LR 7.1 Shares are fully paid ordinary shares and will rank equally from the date of issue with existing Shares on issue;

• (d) it is anticipated that the Tranche 2 LR 7.1 Shares will be issued no later than 3 months after the date of the Meeting;

• (e) the Tranche 2 LR 7.1 Shares will be issued at an issue price of $0.30 per New Share, totalling $2,978,210.10;

• (f) the funds raised will be applied towards the Eloise processing plant expansion, associated infrastructure, and exploration as set out in Resolution 1; and

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

*These investors include an associated party of Argonaut Securities Pty Limited which will subscribe for 166,667 New Shares.

3.3 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

4 Resolution 3 – Issue of 1,000,000 New Shares to an entity associated with Josef ElRaghy

4.1 General

Resolution 3 seeks the approval to issue 1,000,000 New Shares to El-Raghy Kriewaldt Pty Ltd ( ElRaghy Securities ).

As the terms of the El-Raghy Securities are no more favourable than those issued under Resolution 1, it is considered that the allotment to El-Raghy Kriewaldt Pty Ltd would be on arm's length terms and as such, the Company can rely on section 210 of the Corporations Act. The Company has not sought the consent of ASIC in relation to Resolution 3; however, shareholder approval will be sought under Listing Rule 10.11.

The Board (excluding Josef El-Raghy, in light of his personal interest in the Resolution) considers that the proposed issue of the El-Raghy Securities under Resolution 3 is reasonable in all the circumstances and that the exception in section 210 of the Corporations Act applies.

4.2 Listing Rule 10.11

Listing Rule 10.11 provides that a listed company must not, subject to specified exceptions, issue or agree to issue more Equity Securities to:

• 10.11.1: a related party;

• 10.11.2: a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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• 10.11.3: a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4: an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5: a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

As Josef El-Raghy is a director, and therefore a related party of the Company, the issue of the 1,000,000 Securities to El-Raghy Kriewaldt Pty Ltd (being an entity associated with Josef El-Raghy), will be restricted in accordance with Listing Rule 10.11 unless one of the exceptions within Listing Rule 10.12 applies.

The issue of the 1,000,000 Securities to Josef El-Raghy does not fall within any of the exceptions in Listing Rule 10.12. Resolution 3 therefore seeks the requisite shareholder approval to issue under and for the purpose of Listing Rule 10.11. In accordance with Listing Rule 7.2 (Exception 14), as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

4.3 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the Company advises:

• (a) 1,000,000 New Shares will be issued to El-Raghy Kriewaldt Pty Ltd ;

• (b) Josef-El-Raghy is a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.11.1 (El-Raghy Kriewaldt Pty Ltd falls within Listing Rule 10.11.4 as an associate of Josef El-Raghy);

• (c) the number of New Shares to be issued pursuant to Resolution 3 is 1,000,000;

• (d) the El-Raghy Securities are fully paid ordinary shares and will rank equally from the date of issue with existing Shares on issue;

• (e) the El-Raghy Securities will be issued as soon as practicable following Shareholder approval and, in any event, no later than one month after the date of the Meeting or such later date as approved by ASX by way of ASX granting a waiver from the Listing Rules;

• (f) the El-Raghy Securities will be issued at an issue price of $0.30 per New Share, totalling $300,000;

• (g) the funds raised will be applied towards the Eloise processing plant expansion, associated infrastructure, and exploration as set out in Resolution 1;

• (h) the El-Raghy Securities are not being issued to remunerate or incentivise Josef-El-Raghy or an associate or person connected with El-Raghy Kriewaldt Pty Ltd; and

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

4.4 Outcome for voting for and against the Resolution.

If Resolution 3 is passed, the El-Raghy Securities will be issued to an entity associated with Josef ElRaghy. If Resolution 3 is not passed, the El-Raghy Securities will not be issued and will impact the overall funds raised by the Company under the Placement.

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4.5 Board recommendation

The Board (other than Josef El-Raghy who has a personal interest in the outcome of the Resolution) recommends that Shareholders vote in favour of Resolution 3. The Chair intends to exercise all undirected proxies in favour of Resolution 3.

5 Resolution 4 – Issue of 1,000,000 New Shares to Aaron Colleran

5.1 General

Resolution 4 seeks the approval to issue 1,000,000 New Shares to Aaron Colleran ( Colleran Securities ).

As the terms of the Colleran Securities are no more favourable than those issued under Resolution 1, it is considered that the allotment to Aaron Colleran would be on arm's length terms and as such, the Company can rely on section 210 of the Corporations Act. The Company has not sought the consent of ASIC in relation to Resolution 4; however, shareholder approval will be sought under Listing Rule 10.11.

The Board (excluding Aaron Colleran in light of his personal interest in the Resolution) considers that the proposed issue of the Colleran Securities under Resolution 4 is reasonable in all the circumstances and that the exception in section 210 of the Corporations Act applies.

5.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is provided above under Section 4 - Resolution 3.

As Aaron Colleran is a director, and therefore a related party of the Company, the issue of the Colleran Securities will be restricted in accordance with Listing Rule 10.11 unless one of the exceptions within Listing Rule 10.12 applies.

The issue of the Colleran Securities to Aaron Colleran does not fall within any of the exceptions in Listing Rule 10.12. Resolution 4 therefore seeks the requisite shareholder approval to issue under and for the purpose of Listing Rule 10.11. In accordance with Listing Rule 7.2 (Exception 14), as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

5.3 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the Company advises:

• (a) the Colleran Securities will be issued to Aaron Colleran;

• (b) Aaron Colleran is a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.11.1;

• (c) the number of New Shares to be issued pursuant to Resolution 4 is 1,000,000;

• (d) the Colleran Securities are fully paid ordinary shares and will rank equally from the date of issue with existing Shares on issue;

• (e) the Colleran Securities will be issued as soon as practicable following Shareholder approval and in any event, no later than one month after the date of the Meeting or such later date as approved by ASX by way of ASX granting a waiver from the Listing Rules;

• (f) the Colleran Securities will be issued at an issue price of $0.30 per New Share, totalling $300,000;

• (g) the funds raised will be applied towards the Eloise processing plant expansion, associated infrastructure, and exploration as set out in Resolution 1;

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• (h) the Colleran Securities are not being issued to remunerate or incentivise Aaron Colleran or an associate or person connected with Aaron Colleran; and

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

5.4

Outcome for voting for and against the Resolution.

If Resolution 4 is passed, the Colleran Securities will be issued to Aaron Colleran. If Resolution 4 is not passed, the Colleran Securities will not be issued and will impact the overall funds raised by the Company under the Placement.

5.5 Board recommendation

The Board (other than Aaron Colleran who has a personal interest in the outcome of the Resolution) recommends that Shareholders vote in favour of Resolution 4. The Chair intends to exercise all undirected proxies in favour of Resolution 4.

6 Resolution 5 – Issue of 28,605,967 New Shares to FMR Investments Pty Limited

6.1 General

Resolution 5 seeks the approval to issue 28,605,967 New Shares to FMR Investments Pty Limited ( FMR ) ( FMR Securities ).

The issue of the FMR Securities to FMR does not fall within any of the exceptions in Listing Rule 10.12. Resolution 5 seeks the requisite shareholder approval to issue under and for the purpose of Listing Rule 10.11. In accordance with Listing Rule 7.2 (Exception 14), as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

6.2

Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the Company advises:

• (a) the FMR Securities will be issued to FMR;

• (b) FMR Investments Pty Limited falls within category 10.11.3 by virtue of holding more than 10% of shares in the Company in the previous six months and has nominated Jonathan Young to the board of the Company;

• (c) the number of New Shares to be issued pursuant to Resolution 5 is 28,605,967;

• (d) the FMR Securities are fully paid ordinary shares and will rank equally from the date of issue with existing Shares on issue;

• (e) the FMR Securities will be issued as soon as practicable following Shareholder approval and in any event, no later than one month after the date of the Meeting or such later date as approved by ASX by way of ASX granting a waiver from the Listing Rules;

• (f) the FMR Securities will be issued at an issue price of $0.30 per New Share, totalling $8,581,790.10;

• (g) the funds raised will be applied towards the Eloise processing plant expansion, associated infrastructure, and exploration as set out in Resolution 1;

• (h) the FMR Securities are not being issued to remunerate or incentivise Jonathan Young or an associate or person connected with Jonathan Young; and

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

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6.3 Outcome for voting for and against the Resolution.

If Resolution 5 is passed, the FMR Securities will be issued to FMR. If Resolution 5 is not passed, the FMR Securities will not be issued and will impact the overall funds raised by the Company under the Placement.

6.4 Board recommendation

The Board (other than Jonathan Young who is a related party of FMR) recommends that Shareholders vote in favour of Resolution 5. The Chair intends to exercise all undirected proxies in favour of Resolution 5.

7 Interpretation

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).

Board means the board of directors of the Company.

Chair means the person who chairs the Meeting.

Company means AIC Mines Limited ACN 060 156 452.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time.

Director means a director of the Company.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Joint Lead Managers means Argonaut Securities Pty Limited, Jett Capital Advisors LLC and Shaw and Partners Limited.

Listing Rules means the official listing rules of the ASX as amended from time to time.

Meeting or Extraordinary General Meeting means the extraordinary general meeting to be held at Suite 1, Level 14, 221 St Georges Terrace, Perth, Western Australia on 20 August 2025 at 11.00am (AWST) as convened by the accompanying Notice of Meeting.

Notice of Meeting or Notice means the notice of meeting giving notice to Shareholders of the Meeting, accompanying this Explanatory Memorandum.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Related Bodies Corporate has the meaning given to that term in the Corporations Act.

Resolution means a resolution as set out in the Notice of Meeting.

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

Shareholder means a holder of Shares in the Company.

Any enquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Audrey Ferguson ( Company Secretary ):

Suite 3, 130 Hay Street

Subiaco WA 6008

cosec@aicmines.com.au

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Monday, 18 August 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 184996 SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

318627_0_COSMOS_Sample_Proxy/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of AIC Mines Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of AIC Mines Limited to be held at Suite 1, Level 14, 221 St Georges Terrace, Perth, Western Australia 6000 on Wednesday, 20 August 2025 at 11:00am (AWST) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Ratification of issue of Tranche 1 LR 7.1 Shares

Resolution 2 Issue of Tranche 2 LR 7.1 Shares Resolution 3 Issue of 1,000,000 New Shares to an entity associated with Josef El-Raghy Resolution 4 Issue of 1,000,000 New Shares to Aaron Colleran Resolution 5 Issue of 28,605,967 New Shares to FMR Investments Pty Limited

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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