AKORA RESOURCES LIMITED

ACN 139 847 555 NOTICE OF ANNUAL GENERAL MEETING

Time: 10.00 am (AEST) Date: 15 May 2025 Place: Virtual meeting

THIS IS AN IMPORTANT DOCUMENT THAT REQUIRES YOUR IMMEDIATE ATTENTION

You should read this document in its entirety before deciding whether or not to vote for or against any resolution at the Annual General Meeting ( Meeting ). If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser 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 as Shareholders at 10:00 am (AEST) on 13 May 2025.

If you have questions about the Meeting or the resolutions to be voted on, please contact the Company Secretary on +61 404 033 450.

The notice of the Meeting ( Notice ) will be mailed to Shareholders that have requested a hard copy. Shareholders can also access a copy of the Notice at the following link: https://www.akoravy.com/announcements .

If you are unable to attend the Meeting, you are encouraged to complete and submit the proxy form attached to this Notice as your vote is important.

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of AKORA Resources Limited ACN 139 847 555 ( Company ) will be held by virtual meeting on 15 May 2025 commencing at 10 am (AEST) ( Meeting ).

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting (together, Notice ) provides additional information on matters to be considered at the Meeting. The Proxy Form also forms part of this Notice.

Proxy Forms must be received by no later than 10 am (AEST) on 13 May 2025.

Voting by Proxy

A Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy to vote on his/ her behalf. The proxy may, but need not be, a Shareholder. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice.

To lodge your proxy, please follow the directions on your Proxy Form which will be enclosed with a copy of the Notice, delivered to you by post or electronically. Lodgement instructions are set out in the Proxy Form attached to the Notice. You must return a Proxy Form by the time and in accordance with the instructions set out on the Proxy Form.

Remote attendance at the virtual meeting

The Meeting will be accessible to all Shareholders as a virtual meeting.

A Shareholder or proxyholder for a Shareholder who wishes to attend and participate in the Meeting will need to enter the following link into a web browser on his/ her computer or online device: https://meetings.openbriefng.com/AKO25

Once a proxyholder has entered the virtual meeting platform, the proxyholders will need their proxy code, which is a code that the share registry MUFG Corporate Markets (AU) Limited, a division of MUFG Pension and Market Services, will provide to proxyholders via email no later than 24 hours prior to the Meeting.

We recommend that Shareholders and proxyholders for Shareholders log onto the virtual meeting platform at least 15 minutes before the start time for the Meeting.

Further information regarding how to participate in the virtual meeting is set out at the Online Platform Guide, which can be found at the following link: https://www.akoravy.com/announcements.

Terms and abbreviations used in this Notice are defined in the Glossary of the Explanatory Memorandum.

Shareholders are encouraged to read the Explanatory Memorandum carefully before deciding how to vote.

AGENDA

AGENDA
Annual Report		To receive and consider the financial statements of the Company and the reports of the Directors (Directors’ Report) and Auditors for the financial year ended on 31 December 2024 (Annual Report).
Resolution 1: Approval of Remuneration Report		To consider and, if thought fit, to pass with or without amendment, the following resolution as anordinary resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the Directors’ Report for the financial year ended on 31 December 2024”. Note: In accordance with section 250R(3) of the Corporations Act, the vote on this item of business will be advisory only and will not bind the Directors or the Company. Voting prohibition The Company will disregard any votes cast in favour of this Resolution by, or on behalf of: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (d) the voter is the Chair of the Meeting and the appointment of the chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
Resolution 2: Re-election of Director – Matthew Gill		To consider and, if thought fit, to pass with or without amendment, the following resolution as anordinary resolution: “That, for the purposes of ASX Listing Rules 14.4 and 14.5 and clause 6.1 of the Company’s Constitution, Matthew Gill, who retires by rotation as a Director of the Company, and is eligible for re-election, be re-elected as a Director.”

Resolution 3: Ratification of prior issue of Shares under November Placement

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 4,615,385 Shares as part of the November Placement on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion

Under Listing Rule 14.11, the Company will disregard any votes cast by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person(s).

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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.

Resolution 4: Ratification of prior issue of Shares under February Placement on 10 February 2025

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 8,180,000 Shares as part of the February Placement on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or

(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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.

Resolution 5: Ratification To consider and, if thought fit, to pass with or without amendment, of prior issue Shares the following resolution as an ordinary resolution : under February Placement on 24 February 2025 “That, for the purpose of ASX Listing Rule 7.4 and for all other

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 3,000,000 Shares as part of the February Placement on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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.

	(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 6: Approval to	To consider and, if thought fit, to pass with or without amendment,
issue Shares to Graeme	the following resolution as anordinary resolution:
Hunt under February
Placement	“That, for the purpose of Listing Rule 10.11 and for all other
	purposes, Shareholders approve the issue of 900,000 Shares to

Graeme Hunt or his nominee under the February Placement on the terms set out in the Explanatory Memorandum.”

Voting exclusion

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Graeme Hunt (or his nominee) 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 Company) or an associate of that person(s).

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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.

Resolution 7: Approval to issue Shares to Paul Bibby under February Placement

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 600,000 Shares to Paul Bibby or his nominee under the February Placement on the terms set out in the Explanatory Memorandum.”

Voting exclusion

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Paul Bibby (or his nominee) 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 Company) or an associate of that person(s).

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or

(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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.

Resolution 8: Approval to issue Shares to Matthew Gill under February Placement

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 500,000 Shares to Matthew Gill or his nominee under the February Placement on the terms set out in the Explanatory Memorandum.”

Voting exclusion

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Matthew Gill (or his nominee) 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 Company) or an associate of that person(s).

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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.

Resolution 9: Approval to To consider and, if thought fit, to pass with or without amendment, issue Shares to Paul Bibby the following resolution as an ordinary resolution : in lieu of Director’s Fees

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 211,873 Shares to Paul Bibby or his nominee in lieu of Directors’ fees on the terms set out in the Explanatory Memorandum.”

Voting exclusion

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) it is cast by a holder acting solely as 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.

Resolution 10: Approval of additional 10% placement capacity

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

“ That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve for the Company to have the additional capacity to issue Equity Securities under ASX Listing Rule 7.1A of up to 10% of the Company's issued share capital at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and as further described in the Explanatory Memorandum. ”

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

(a) any 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 in their capacity as a security holder of Shares in the Company; or
(b) an Associate of that person (or those persons).

However, the Company need not disregard a vote in favour of this Resolution if:

(a)	it is cast by a person as proxy or attorney for a person who
	is entitled to vote on the resolution, in accordance with the
	direction given to the proxy or attorney to vote on the
	resolution in that way; or
(b)	it is cast by the person chairing the Meeting as proxy or
	attorney for a person who is entitled to vote on the
	resolution, in accordance with the direction given to the
	chair to vote on the resolution as the chair decides; or
(c)	it is cast by 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 this 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.

Other Business

To transact any business which may legally be brought forward in accordance with the Constitution.

VOTING

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

A. Voting at the virtual meeting

The Meeting will be accessible to all Shareholders as a virtual meeting.

A Shareholder or proxyholder for a Shareholder who wishes to attend the Meeting will need to enter the following link into a web browser on his/ her computer or online device: https://meetings.openbriefng.com/AKO25

Once a Shareholder has entered the virtual meeting platform, the Shareholder must have available its Shareholder Reference Number (SRN) or Holder Identification Number (HIN), which are printed at the top of the Proxy Form.

Once a proxyholder has entered the virtual meeting platform, the proxyholder will need its proxy code, which is a code that the share registry MUFG Corporate Markets Limited will provide to proxyholders via email the day prior to the Meeting.

We recommend that Shareholders and proxyholders log onto the virtual meeting platform at least 15 minutes before the start time for the Meeting.

Online voting will be open between the commencement of the Meeting at 10:00 am (AEST) on 15 May 2025 and the time at which the Chair announces the voting has closed.

Further information regarding how to participate in the virtual meeting is set out at the Online Platform Guide, which can be found at the following link: http://www.akoravy.com/announcements.

B. Voting by an appointed representative (‘proxy’)

A Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy to vote on his/ her behalf. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice.

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

(i) each Shareholder has the right to appoint a proxy;
(ii) a proxy need not be a Shareholder of the Company; and
(iii) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

To lodge your proxy, please follow the directions on your Proxy Form which will be enclosed with a copy of the Notice, delivered to you by post or email. Lodgement instructions are set out in the Proxy Form attached to the Notice. You must return a Proxy Form by the time and in accordance with the instructions set out on the Proxy Form. Proxy Forms and, if applicable, the powers of attorney (or a certified copy of the powers of attorney) under which they are signed must be lodged directly by the Shareholder making the appointment at least 48 hours before the appointed time of the meeting.

The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on the Resolutions.

C. Proxy vote if appointment specifies way to vote

In accordance with section 250BB of the Corporations Act, Shareholders are advised that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does:

(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as instructed); and
(ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution-the proxy must not vote on a show of hands;
(iii) if the proxy is the Chair of the meeting at which the resolution is voted on- the proxy must vote on a poll, and must vote that way (i.e. as instructed); and
(iv) if the proxy is not the Chair of the meeting at which the resolution is voted on – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as instructed).

If the proxy is a member, this subsection does not affect the way that person can cast votes in their individual capacity as a member of the Company.

D. Transfer of non-chair proxy to chair in certain circumstances

Under section 250BC of the Corporations Act, the Chair is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on that resolution at that meeting if:

(i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company’s members; and
(ii) the appointed proxy is not the chair of the meeting; and
(iii) at the meeting, a poll is duly demanded on the question that the resolution be passed; and
(iv) either of the following apply:
(A) if a record of attendance is made for the meeting – the proxy is not recorded as attending;
(B) the proxy does not vote on the resolution.

E. Corporate Representatives

A proxy can either be an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

(i) appoints an individual as its corporate representative to exercise its powers at meetings in accordance with section 250D of the Corporations Act; and
(ii) provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the meeting.

If satisfactory evidence of the appointment as corporate representative is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

F. Eligibility to vote

G. Voting by poll

All Resolutions under this Notice will be determined by poll.

H. Lodgement of Proxy Form

If voting by proxy, please complete and sign the enclosed Proxy Form and return it by one of the methods set out below so that it is received no less than 48 hours before the time set for the commencement of the Meeting. Proxy Forms that do not meet this deadline will be invalid.

(i) Post it in the reply-paid envelope provided;
(ii) Post it to the Company c/– MUFG Corporate Markets (AU) Limited, Locked Bag A14, Sydney South NSW 1235;
(iii) Hand deliver it to MUFG Corporate Markets Limited, Parramatta Square Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150;
(iv) Fax it to MUFG Corporate Markets Limited on +61 2 9287 0309; or
(v) Lodge it online at au.investorcentre.mpms.mufg.com accordance with the instructions provided on the website. Shareholders will need their Holder Identification Number or Shareholder Reference Number to lodge the proxy form online.

PLEASE NOTE THAT THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF ALL RESOLUTIONS THE SUBJECT OF THIS NOTICE.

THE COMPANY ALSO WISHES TO INFORM SHAREHOLDERS THAT THE CHAIR INTENDS TO EXERCISE ALL AVAILABLE PROXIES IN FAVOUR OF THE RESOLUTIONS.

ASX takes no responsibility for the contents of this notice or explanatory statement.

Dated: 3 April 2025

By order of the Board

Shane Turner

Company Secretary

EXPLANATORY MEMORANDUM

The Explanatory Memorandum has been prepared for the purposes of the Corporations Act and the Listing Rules. The purpose of this Explanatory Memorandum is to provide Shareholders with all the information known to the Company that is material to Shareholders in deciding whether or not to approve the Resolutions as set out in the Notice at the Meeting to be held by virtual meeting on 15 May 2025 commencing at 10:00 am (AEST).

The Company recommends that Shareholders read this Explanatory Memorandum in full and in conjunction with the Notice before making any decisions in relation to the proposed Resolutions.

Please contact the Company Secretary at [email protected] or +61 404 033 450 between 9:00am and 5:00pm (AEST) if you have any questions about the Meeting or the Resolutions the subject of this Notice.

1. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the opportunity to:

(a) discuss the Annual Report for the financial year ended on 31 December 2024, which is available on the ASX platform at www.asx.com.au (ASX: AKO); and
(b) ask questions about or make comment on the management of the Company.

The chair of the meeting will allow reasonable opportunity for the Shareholders as a whole at the Meeting to ask the auditor or the auditor’s representative questions relevant to:

(a) the conduct of the audit;
(b) the preparation and content of the auditor’s report;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Company’s auditor about:

(a) the content of the auditor’s report to be considered at the Meeting; and
(b) the conduct of the audit of the annual financial report to be considered at the Meeting,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.

2. Resolution 1 – Approval of Remuneration Report

2.1 Introduction

The Remuneration Report is in the Company's Annual Report.

By way of summary, the Remuneration Report:

(a) explains the Company's remuneration policy and the process for determining the remuneration of its Directors and executive officers;
(b) addresses the relationship between the Company's remuneration policy and the Company's performance; and
(c) sets out remuneration details for each Director and each of the Company's executives and group executives named in the Remuneration Report for the financial year ended on 31 December 2024.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

The Chair will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

2.2 Voting Consequences

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution that a further meeting is held at which all of the Company’s Directors who were directors when the resolution to make the directors report considered at the later annual general meeting was passed (other than the Managing Director) must go up for re-election ( Spill Resolution ).

If more than 50% of votes cast are in favour of the Spill Resolution, the Company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were directors of the company when the resolution to make the directors’ report considered at the second annual general meeting was passed, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Voting on Resolution 1 will be determined by a poll at the Meeting.

3. Resolution 2 – Re-Election of Director: Matthew Gill

3.1 Introduction

The Constitution of the Company requires that at every annual general meeting, one third of the previously elected directors must retire and are eligible for re-election.

Mr Gill retires and offers himself for re-election.

The experience, qualifications and other information about Mr Gill appears below:

Mr Matthew Gill (B.Eng Hons–Mining, Masters-Engineering Science) is a mining engineer with over 40 years’ experience. Mr Gill has held various key roles in both national and international jurisdictions for organisations such as Rio Tinto, Castlemaine Goldfields, WMC, Placer Pacific, Renison Goldfields and Singapore-listed LionGold Corp. Mr Gill has overseen the completion of several Maiden Resource Estimates, has successfully led PreFeasibility Studies and Feasibility Studies and has been instrumental in the project development, establishment and operation of four mines, in Australia and internationally.

Mr Gill holds three First Class Metalliferous Mine Manager’s Certificates of Competency. Matthew is a three-time winner of the Australian Mine Manager of the Year Award and received the Aus IMM Leadership Award in 2008. Matthew is a Fellow of the Australian Institute of Mining and Metallurgy and is a Graduate of the Australian Institute of Company Directors.

The Board (with Mr Gill abstaining) unanimously recommends that shareholders vote in favour of the re-election of Mr Gill.

The chairman of the meeting intends to vote undirected proxies in favour of this item of business.

4. Resolution 3: Ratification of prior issue of Shares under November Placement

4.1 General

On 22 November 2024, the Company issued 4,615,385 Shares at an issue price of $0.13 per share pursuant to a share placement to sophisticated and professional investors as defined by s.708 of the Corporations Act ( November Placement ). Those Shares were issued within the Company’s permitted 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 ASX Listing Rule 7.4

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 shares it had on issue at the start of that period.

Listing Rule 7.1A provides that an “eligible entity” may issue up to 10% of its issued share capital without shareholder approval in the 12 month period following its annual general meeting, provided that shareholder approval is obtained by special resolution to do so at the annual general meeting. This issuing capacity is in addition to the capacity under Listing Rule 7.1. An “eligible entity” under the Listing Rules is an entity that is not included in the S&P/ASX 300 index and has a market capitalisation of $300 million or less. The Company satisfied these criteria.

The issue of the Shares under the November Placement did not fit within any of the exceptions to Listing Rule 7.1 set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 for the 12 month period following the date of issue of the Shares.

Listing Rule 7.4 provides that an issue of Equity Securities made without prior approval under Listing Rule 7.1 can be treated as having been made with approval if shareholders subsequently approve it and the issue did not breach Listing Rule 7.1. Issues made without shareholder approval in accordance with Listing Rule 7.1A can also be ratified under Listing Rule 7.4.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the Shares the subject of this Resolution. By ratifying this issue, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.3 Information required by Listing Rule 14.1A

If Resolution 3 is passed, the Shares the subject of this Resolution will be excluded in calculating the Company’s 15% limit in 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 issue date.

If Resolution 3 is not passed, the Shares the subject of this Resolution will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the issue date.

4.4 Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided to Shareholders:

(a) 4,615,385 Ordinary Shares were issued on 22 November 2024;
(b) the Shares were issued for cash consideration of 13 cents per Ordinary Share;
(c) the Shares issued were all fully paid Ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to sophisticated and professional investors as defined by the Corporations Act, who were identified through a bookbuild process which involved the Company’s lead manager, Harbury Advisers Pty Ltd, seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of those investors were a key management personnel (KMP), adviser of AKO or an associate of any of the aforementioned parties. The securities issued to any investor is not more than 1% of the capital of the Company;
(e) $600,000 was raised from this issue of the Shares;
(f) The purpose of the issue was to fund exploration and development at Madagascar Iron Ore Projects and for additional working capital;
(g) The Shares were issued under a firm commitment agreement, which included the following terms:
Shares are to be allotted by a specified date subject to receipt of payment;
An application for quotation must be made within 2 business days after the placement was made;
A cleansing notice must be issued.
Standard representations and warranties from both parties.

4.5 Directors Recommendations

The Board recommends that Shareholders vote in favour of Resolution 3 for the reasons set out in sections 4.1 and 4.2.

5. Resolution 4: Ratification of prior issue of Shares under February Placement on 10 February 2025

5.1 General

On 4 & 5 February 2025, the Company announced a share placement of 11,180,000 ordinary shares to sophisticated and professional investors and 2,000,000 ordinary shares to Directors (subject to shareholder approval) at an issue price of $0.10 ( February Placement ).

On 10 February 2025, the Company issued 8,180,000 Shares under the February Placement at an issue price of $0.10 per share ( Placement Issue Price ) to sophisticated and professional investors . Those Shares were issued within the Company’s permitted 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

A summary of Listing Rule 7.4 is provided above in Section 4.2.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the Shares the subject of this Resolution. By ratifying this issue, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Information required by Listing Rule 14.1A

If Resolution 4 is passed, the Shares the subject of this Resolution will be excluded in calculating the Company’s 15% limit in 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 issue date.

If Resolution 4 is not passed, the Shares the subject of this Resolution will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the issue date.

5.3 Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided to Shareholders:

(a) 8,180,000 Shares were issued on 10 February 2025;
(b) the Shares were issued for cash consideration of 10 cents per Ordinary Share;
(c) the Shares issued were all fully paid Ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to sophisticated and professional investors as defined by the Corporations Act, who were identified through a bookbuild process which involved the Company’s lead manager, Harbury Advisers Pty Ltd, seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of those investors were a key management personnel (KMP), adviser of AKO or an associate of any of the aforementioned parties. The securities issued to any investor is not more than 1% of the capital of the Company;
(e) $818,000 was raised from this issue of the Shares;

(f) The purpose of the issue was to fund exploration and development at Madagascar Iron Ore Projects and for additional working capital;
(g) The Shares were issued under a firm commitment agreement, which included the following terms:
Shares are to be allotted by a specified date subject to receipt of payment;
An application for quotation must be made within 2 business days after the placement was made;
A cleansing notice must be issued.
Standard representations and warranties from both parties.

5.4 Directors Recommendations

The Board recommends that Shareholders vote in favour of Resolution 4 for the reasons set out in sections 5.1 and 5.2.

6. Resolution 5: Ratification of prior issue of Shares under February Placement on 24 February 2025

6.1 General

On 24 February 2025, the Company issued 3,000,000 Shares under the February Placement at an issue price of $0.10 per share to a sophisticated and professional investor. Those Shares were issued within the Company’s permitted 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

A summary of Listing Rule 7.4 is provided above in Section 4.2.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the Shares the subject of this Resolution. By ratifying this issue, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.2 Information required by Listing Rule 14.1A

If Resolution 5 is passed, the Shares the subject of this Resolution will be excluded in calculating the Company’s 15% limit in 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 issue date.

If Resolution 5 is not passed, the Shares the subject of this Resolution will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the issue date.

6.3 Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided to Shareholders:

(a) 3,000,000 Shares were issued on 24 February 2025;
(b) the Shares were issued for cash consideration of 10 cents per Ordinary Share;

(c) the Shares issued were all fully paid Ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to a sophisticated investor as defined by the Corporations Act, who was identified through a bookbuild process which involved the Company’s lead managers, Harbury Advisers Pty Ltd and PAC Partners Securities Pty Ltd, seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The investor was not a key management personnel (KMP), adviser of AKO or an associate of any of the aforementioned parties. The securities issued to any investor is not more than 1% of the capital of the Company;
(e) $300,000 was raised from this issue of the Shares; and
(f) The purpose of the issue was to fund exploration and development at Madagascar Iron Ore Projects and for additional working capital.
(g) The Shares were issued under a firm commitment agreement, which included the following terms:
Shares are to be allotted by a specified date subject to receipt of payment;
An application for quotation must be made within 2 business days after the placement was made;
A cleansing notice must be issued.
Standard representations and warranties from both parties.

6.3 Directors Recommendations

The Board recommends that Shareholders vote in favour of Resolution 5 for the reasons set out in sections 6.1 and 6.2.

7. Resolutions 6, 7 and 8: Approval of issue of Shares under February Placement to Graeme Hunt (or his Nominee), Paul Bibby (or his Nominee) and Matthew Gill (or his Nominee).

7.1 Background

As announced on 4 February 2025, the Directors agreed to subscribe for up to $200,000 of Shares on the same terms and conditions as the February Placement, namely:

Up to $90,000, via the issuance of up to 900,000 Shares at the Placement Issue Price, to Graeme Hunt or his nominee (being, the subject of Resolution 6),
Up to $60,000, via the issuance of up to 600,000 Shares at the Placement Issue Price, to Paul Bibby or his nominee (being, the subject of Resolution 7), and
Up to $50,000, via the issuance of up to 500,000 Shares at the Placement Issue Price, to Matthew Gill or his nominee (being, the subject of Resolution 8);

(collectively , Director Placement Shares ).

Resolutions 6, 7 and 8 seek Shareholder approval pursuant to ASX Listing Rule 10.11 to allow for the issue of the Director Placement Shares to Graeme Hunt (or his nominee), Paul Bibby (or his nominee); and Matthew Gill (or his nominee) and as described above.

7.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a Related Party of the Company unless either:

(a) the giving of the financial benefit falls within one of the exceptions to the provisions; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Director Placement Shares (which is a type of Equity Security, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.

The Board (excluding Graeme Hunt with respect to Resolution 6; Paul Bibby with respect to Resolution 7 and Matthew Gill with respect to Resolution 8) considers the issue of these Director Placement Shares to each of the persons named under Resolutions 6, 7 and 8 (as applicable) and formed the view that the giving of this financial benefit is on arm’s length terms, as the Director Placement Shares are proposed to be issued on the same terms as offered to unrelated parties of the Company under the February Placement.

In addition, the Board (excluding Graeme Hunt with respect to Resolution 6; Paul Bibby with respect to Resolution 7 and Matthew Gill with respect to Resolution 8) considers that the issue of Director Placement Shares to Mr Hunt, Mr Bibby and Mr Gill (or their respective nominees) will help to further align their interests with Shareholders.

Accordingly, the Board (excluding Graeme Hunt with respect to Resolution 6; Paul Bibby with respect to Resolution 7 and Matthew Gill with respect to Resolution 8) considers that the issue of these Director Placement Shares to each of the persons named under Resolutions 6, 7 and 8 (as applicable) fall within the “arm’s length terms” exception as set out in section 210 of the Corporations Act, and relies on this exception for the purposes of these Resolutions.

7.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, an entity must not issue or agree to issue Equity Securities to any of the following persons without the approval of holders of ordinary securities:

(a) a Related Party (ASX Listing Rule 10.11.1); or
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the entity (ASX Listing Rule 10.11.2); or
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the entity and who has nominated a director to the board of the entity pursuant to a relevant agreement which gives them a right or expectation to do so (ASX Listing Rule 10.11.3); or
(d) an Associate of a person referred to in ASX Listing Rule 10.11.1 to 10.11.3 (ASX Listing Rule 10.11.4); or
(e) a person whose relationship with the entity or a person referred to in paragraphs (a) to (d) above is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders (ASX Listing Rule 10.11.5).

The proposed issue of the Director Placement Shares falls within ASX Listing Rule 10.11.1, which prohibits the issue of Equity Securities to Related Parties of the Company (which include the Directors and their nominees) without Shareholder approval, unless an exception under ASX Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply to the proposed issue of the Director Placement Shares, and the proposed issue

therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 10.11.

Resolutions 6, 7 and 8 seek the required Shareholder approval to the proposed issue of the Director Placement Shares to the respective persons named under Resolutions 6, 7 and 8 (as applicable) under and for the purposes of ASX Listing Rule 10.11.

In the event Resolutions 6, 7 and 8 are approved, the Company will be able to proceed with the proposed issue of the Director Placement Shares to Graeme Hunt or his nominee (for Resolution 6), Paul Bibby or his nominee (for Resolution 7) and Matthew Gill or his nominee (for Resolution 8), which will raise up to $200,000 (before costs), increasing the number of Shares held by them in the Company whilst diluting other Shareholders’ Shareholdings in the Company proportionately.

If one or more of Resolutions 6, 7 or 8 are not approved, the Company will be unable to proceed with the proposed issue of the Directors Placement Shares to one or more of Graeme Hunt or his nominee (as contemplated by Resolution 6), Paul Bibby or his nominee (as contemplated by Resolution 7) and Matthew Gill or his nominee (as contemplated by Resolution 8) (as the case requires).

7.4 ASX Listing Rule 7.1

Exception 14 of ASX Listing Rule 7.2 provides that shareholder approval under ASX Listing Rule 7.1 will not be required if the issue of Equity Securities is made with the approval of Shareholders under ASX Listing Rule 10.11.

As approval for the issue of the Director Placement Shares to Graeme Hunt, Paul Bibby and Matthew Gill (or their respective nominees) is being sought under Resolution 6, 7 and Resolution 8, respectively, for the purpose of ASX Listing Rule 10.11, approval is not also required under ASX Listing Rule 7.1.

7.5 Information Required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, which contains the requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 10.11, the following information is provided to Shareholders:

	Securities to be issued to Graeme Hunt or his nominee (Resolution6)	Securities to be issued to Paul Bibby or his nominee (Resolution 7)	Securities to be issued to Matthew Gill or his nominee (Resolution 8)
Name of recipient	Graeme Hunt or his nominee	Paul Bibby or his nominee	Matthew Gill or his nominee
Which category in ASX Listing Rules 10.11.1- 10.11.5 the recipient falls into	Graeme Hunt is a Director of the Company and therefore a Related Party under ASX Listing Rule 10.11.1.	Paul Bibby is a Director of the Company and therefore a Related Party under ASX Listing Rule 10.11.1.	Matthew Gill is a Director of the Company and therefore a Related Party under ASX Listing Rule 10.11.1.
Maximum Number and class of Securities to be issued	900,000 Shares.	600,000 Shares.	500,000 Shares.

Date by which entity will issue securities	If Resolution 6 is passed, the Shares, which are the subject of Resolution 6, are expected to be issued as soon as practicable after approval at this General Meeting, which will occur by no later than 1 month of the date of the Meeting or such later date as may be approved by ASX.	If Resolution 7 is passed, the Shares, which are the subject of Resolution 7, are expected to be issued as soon as practicable after approval at this General Meeting, which will occur by no later than 1 month of the date of the Meeting or such later date as may be approved by ASX.	If Resolution 8 is passed, the Shares, which are the subject of Resolution 8, are expected to be issued as soon as practicable after approval at this General Meeting, which will occur by no later than 1 month of the date of the Meeting or such later date as may be approved by ASX.
Issue price and terms for Director Placement Shares	The Director Placement Shares will be issued for an issue price of $0.10, the same as the issue price under the February Placement. The Director Shares will rank pari passu with all existing Shares.	The Director Placement Shares will be issued for an issue price of $0.10, the same as the issue price under the February Placement. The Director Placement Shares will rank pari passu with all existing Shares.	The Director Placement Shares will be issued for an issue price of $0.10, the same as the issue price under the February Placement. The Director Placement Shares will rank pari passu with all existing Shares.
Purpose of issue and intended use of funds raised	It is intended that the funds raised by the issue of these Director Placement Shares will be used to fund exploration and development at Madagascar Iron Ore Projects and for working capital.	It is intended that the funds raised by the issue of these Director Placement Shares will be used to fund exploration and development at Madagascar Iron Ore Projects and for working capital.	It is intended that the funds raised by the issue of these Director Placement Shares will be used to fund exploration and development at Madagascar Iron Ore Projects and for working capital.
Director remuneration	The Director Placement Shares will not be, and are not intended to be, issued as or in lieu of Director remuneration, nor in order to incentivise the Director.	The Director Placement Shares will not be, and are not intended to be, issued as, or in lieu of, Director remuneration, nor in order to incentivise the Director.	The Director Placement Shares will not be, and are not intended to be, issued as, or in lieu of, Director remuneration, nor in order to incentivise the Director.
Securities issued under an agreement	The Director Placement Shares are not issued under an agreement.	The Director Placement Shares are not issued under an agreement.	The Director Placement Shares are not issued under an agreement.
Voting exclusion statement	Voting exclusion statements are contained in the Notice.	Voting exclusion statements are contained in the Notice.	Voting exclusion statements are contained in the Notice.

Recommendation: The Board recommends that Shareholders vote in favour of Resolutions 6, 7 and 8, noting for the avoidance of doubt, Graeme Hunt has abstained from giving a recommendation in relation to Resolution 6, Paul Bibby has abstained from giving a recommendation in relation to Resolution 7 and Matthew Gill has abstained from giving a recommendation in relation to Resolution 8.

Other information

The Board is not aware of any other information which is relevant to the consideration by Shareholders of the proposed Resolutions which are detailed in the Notice. Prior to making any decision, Shareholders may wish to seek advice from their own independent accountant, solicitor or other financial adviser as to the effect of the proposed Resolution.

Directors' approvals and recommendations

To the extent permitted by law, it is the intention of the Chairman of the Meeting to vote all undirected proxies granted to him in favour of the Resolutions.

8. Resolution 9: Approval to issue Shares to Paul Bibby in lieu of Directors Fees

8.1 Background

For the months of December 2024 and January 2025, Mr Paul Bibby deferred his wages. To preserve cash in the Company, Mr Bibby has elected to receive shares in lieu of cash for his net wages of $23,306. The volume weighted average price for share sales during the months of December 2024 and January 2025 was $0.11 in each month.

8.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a Related Party of the Company unless either:

(a) the giving of the financial benefit falls within one of the exceptions to the provisions; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of shares in lieu (which is a type of Equity Security, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.

The Board (excluding Paul Bibby) considers the issue of these shares at the volume weighted average price of $0.11 to Paul Bibby to be fair and reasonable and formed the view that the giving of this financial benefit is on arm’s length terms. In addition, the Board (excluding Paul Bibby) considers that the issue of shares to Mr Bibby will help to further align his interests with Shareholders.

Accordingly, the Board (excluding Paul Bibby) considers that the issue of these shares under Resolution 9 fall within the “arm’s length terms” exception as set out in section 210 of the Corporations Act, and relies on this exception for the purposes of these Resolutions.

8.3 ASX Listing Rule 10.11

A summary of Listing Rule 10.11 is provided above in Section 7.3.

It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply to the proposed issue of the Shares the subject of this Resolution, and the proposed issue therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 10.11.

Resolution 9 seek the required Shareholder approval to the proposed issue of the Shares to Paul Bibby for the purposes of ASX Listing Rule 10.11.

8.4 Information required by Listing Rule 14.1A

In the event Resolution 9 is approved, the Company will be able to proceed with the proposed issue of the shares to Paul Bibby or his nominee, which will save the Company up to $23,306, increasing the number of Shares held by him in the Company whilst diluting other Shareholders’ Shareholdings in the Company proportionately.

If Resolution 9 is not approved, the Company will be unable to proceed with the proposed issue of the Shares to Paul Bibby or his nominee and will settle the net wages owing with cash.

8.5 ASX Listing Rule 7.1

As approval for the issue of the shares to Paul Bibby is being sought under Resolution 9, for the purpose of ASX Listing Rule 10.11, approval is not also required under ASX Listing Rule 7.1.

8.6 Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders:

(a) the Shares will be issued to Mr Paul Bibby (or his nominee), being a related party pursuant to Listing Rule 10.11.1 by virtue of being a Director;
(b) the maximum number of Shares to be issued is 211,873 Shares;
(c) the Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares are proposed to be issued on 16 May 2025 but in any event will be issued no later than 1 month after the date of the Meeting;
(e) the issue price of the Shares will be $0.11 per Share; however, the Company will not receive any cash consideration for the Shares as they are being issued in lieu of salary owing to Mr Bibby;
(f) no funds will be raised from the issue as the Shares will be issued in lieu of salary owing to Mr Bibby;
(g) the total remuneration package from the Company to Mr Bibby for the current financial year is:

Related Party	FY25
Mr Paul Bibby	$250,000 plus superannuation*

Mr Bibby is also entitled to an annual performance bonus of up to 25% of his base salary during the exploration phase up to a maximum of $62,500 based on key performance indicators (KPIs) agreed between the Company and Mr Bibby.

Recommendation: The Board (excluding Paul Bibby) recommends that Shareholders vote in favour of the Resolution.

9. Resolution 10: Approval of additional 10% placement capacity

10.1 General

Under A S X Listing Rule 7.1A, an “ eligible entity” may, subject to shareholder approval by way of special resolution, issue Equity Securities comprising up to 10% of its issued share capital over a 12-month period commencing after the annual general meeting ( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the normal 15% Placement Capacity under ASX Listing Rule 7.1.

An “eligible entity” for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company confirms that it is an “eligible entity” for the purposes of ASX Listing Rule 7.1A and is seeking shareholder approval, by way of special resolution, for the Company to have an additional 10% Placement Capacity provided in ASX Listing Rule 7.1A to issue Equity Securities without shareholder approval.

Resolution 10 seeks Shareholder approval for the Company to have the additional 10% Placement Capacity provided for in the ASX Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

Resolution 10 is a special resolution and requires approval of 75% of the votes cast by Shareholders present and eligible to vote. Therefore, if Resolution 10 is approved, the Directors will be allowed to issue Equity Securities of up to 25% (up to 10% pursuant to ASX Listing Rule 7.1A and up to 15% pursuant to ASX Listing Rule 7.1) of the Company’s issued share capital without any further Shareholder approval.

In this regard, if Resolution 10 is approved, any Equity Securities issued under the 10% Placement Capacity as provided for in ASX Listing Rule 7.1A must be in the same class as an existing class of quoted Equity Securities, and the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as summarised below).

As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: AKO).

If Resolution 10 is not approved, the Company will not be able to access the 10% Placement Capacity, as provided for in ASX Listing Rule 7.1A, to issue Equity Securities without Shareholder approval, but will still be allowed to issue Equity Securities of up to 15% of the Company’s issued capital pursuant to ASX Listing Rule 7.1.

Formula for calculating 10% Placement Capacity

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of ordinary shares on issue 12 months before the date of issue or agreement ( relevant period ) to issue:

 - a) plus the number of fully paid ordinary shares issued in the relevant period under an exception in ASX Listing Rule 7.2 (other than exceptions 9, 16 or 17);

 - b) plus the number of fully paid ordinary shares issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:

    - (A) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

    - (B) the issue of, or agreement to issue, the convertible securities was approved, or taken under ASX Listing Rules to have been approved, under ASX Listing Rule 7.1 or ASX Listing Rule 7.4;

 - c) plus the number of fully paid ordinary shares issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:

    - (A) the agreement was entered into between the commencement of the relevant period; or

    - (B) the agreement or issue was approved, or taken under ASX Listing rules to have been approved, under ASX Listing Rule 7.1 or ASX Listing Rule 7.4;

 - d) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under ASX Listing Rule 7.1 or ASX Listing Rule 7.4;

 - e) plus the number of partly paid ordinary shares that became fully paid in the relevant period;

 - d) less the number of fully paid ordinary shares cancelled in the relevant period.

D is 10%; and

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement to issue has not been subsequently approved by the shareholders under ASX Listing Rule 7.4.

10.2 Technical information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 10:

(a) Minimum issue price

In accordance with ASX Listing Rule 7.1A, Equity Securities issued by the Company under the 10% Placement Capacity can only be issued at a price that is not less than 75% of the VWAP (volume weighted average price) for the Equity Securities calculated over the 15 Trading Days on which trades in that class of Equity Securities were recorded immediately before:

the date on which the issue price of the Equity Securities is agreed by the Company and the recipient of the Equity Securities; or
the date on which the Equity Securities are issued (if the Equity Securities are not issued within ten Trading Days of the date on which the issue price is agreed).

(b) Placement period

Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

the date that is 12 months after the date of this Meeting;
the time and date of the Company’s next annual general meeting; or
the time and date of approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking),

after which date an approval under ASX Listing Rule 7.1 A ceases to be valid.

The 10% Placement Capacity under Listing Rule 7.1A will not lapse if the Company’s market capitalisation subsequently exceeds $300 million or if it is included in the S&P/ASX 300 Index at some time during that period provided that the Company meets those criteria on the date of the Meeting.

(c) Risk of economic and voting dilution to existing shareholdings

If Resolution 10 is approved by Shareholders and the Company issues quoted Equity Securities under the 10% Placement Capacity, there is a risk of economic and voting dilution to existing Shareholders as a result, including the risk that:

the market price of the Company's Equity Securities may be significantly lower on the issue date than on the date of the Meeting; and
the Equity Securities may be issued at a price that is at a discount to the market price on the issue date,

and in either case, there is a further risk that the 10% Placement Capacity may raise less funding than it would be based on current market prices for the Equity Securities.

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the issue.

As required by Listing Rule 7.3A.2, the table below shows:

two examples where variable "A" in the formula in ASX Listing Rule 7.1A.2 (representing the Company's share capital) has increased by either 50% or 100%; and

two examples of whether the share price of ordinary securities has decreased by 50% or increased by 100% from the current share price,

and is prepared on the basis that:

Variable “A” is based on the number of ordinary securities the Company had on issue as at 31 March 2025. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval under ASX Listing Rule 7.1 (for example, a pro rata entitlements issue or scrip issued under a takeover offer, issue of Shares on vesting of the performance rights) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
The current issue price of the Shares is the closing price of the Shares as at 31 March 2025.

Dilution table

Share Capital ''
		Dilution table

(Variable A in Listing Rule		$0.06125	$0.1225	$0.24500
7.1A.2)	Issue Price
		50% decrease in Issue Price	Current Issue Price	100% increase in Issue Price
	Number of Shares issued (10% voting dilution)	13,658,276	13,658,276	13,658,276
Current

136,582,761
Shares	Funds raised	$836,569	$1,673,139	$3,346,278

	Number of Shares issued (10% voting dilution)	20,487,414	20,487,414	20,487,414
50% increase in Variable A

204,874,142
Shares	Funds raised	$1,254,854	$2,509,708	$5,019,416


100% increase in Variable A	Number of Shares issued (10% voting dilution)	27,316,552	27,316,552	27,316,552

273,165,522
Shares	Funds raised	$1,673,139	$3,346,278	$6,692,555

The dilution table has been prepared on the following hypothetical assumptions. The Company does not represent that they will necessarily occur:

There are currently 136,582,761 Shares on issue;
The current issue price set out above is the closing price of the Shares on the ASX on 31 March 2025. This price may fluctuate between the time of preparing this Notice and the date of the Meeting and the date that any Shares are issued by the Company pursuant to ASX Listing Rule 7.1A;
the Company issues the maximum number of shares available under the 10% Placement Capacity;
any increase in Variable A (being the issued share capital at the time of issue) is due to an issue of Shares which is an exception in ASX Listing Rule 7.2, for example a pro-rata rights issue. However, a 15% Placement Capacity under ASX Listing Rule 7.1 does not increase variable "A" for the purposes of calculating the 10% Placement Capacity under ASX Listing Rule 7.1A;
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with Shareholder approval under ASX Listing Rule 7.1;
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised before the date of issue of the Equity Securities;
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;
the table shows only the effect of issues of Shares under ASX Listing Rule 7.1A, not under the 15% Placement Capacity under ASX Listing Rule 7.1; and
the table does not show the dilution that may be caused to any particular Shareholder by reason of placements under ASX Listing Rule 7.1A, based on that Shareholder’s holding at the date of the Meeting. For instance, Shareholders will have different outcomes depending on whether or not they participate in a pro-rata issue which has the effect of increasing variable "A".

(d) Purpose of the 10% Placement Capacity

Any Equity Securities issued under ASX Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of Equity Securities under ASX Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

Based on the Company’s existing plans, the Company intends that any funds raised by the Company from the issue of Equity Securities under the 10% Placement Capacity (if the Shareholders approve this Resolution) may be used for funding the Madagascar Iron Ore exploration and development programs, a new resource, asset or investment acquisition and/or for general working capital purposes.

(e) Allocation policy

The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of any proposed issue under the 10% Placement.

The identity of the allottees under the 10% Placement Capacity will be determined on a case by case basis having regard to the factors including the following:

the purpose of the issue;
the methods of raising funds that are available to the Company, including a rights issue or other issue in which existing Shareholders can participate;
the effect of the issue of the Shares on the control of the Company;
the financial situation and solvency of the Company;
the prevailing market conditions; and
advice from corporate, financial and broking advisors (if applicable).

The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice and may include existing shareholders and/or new shareholders, but the allottees cannot include any Directors, Related Parties of the Company, a substantial holder of the Company referred to in ASX Listing Rule 10.11) or any of their Associates without a further specific Shareholder approval.

(f) Voting exclusion

A voting inclusion statement is included in this Notice. In accordance with ASX Listing Rule 14.11.1 and the relevant Note under that rule concerning ASX Listing Rule 7.1A, as at the date of this Notice of Annual General Meeting, the Company has not approached or invited any particular existing Shareholder or an identifiable class of existing Shareholders to participate in the issue of Equity Securities under the 10% Placement Capacity. No existing Shareholder's vote will therefore be excluded from voting on Resolution 10 at the Meeting.

(g) Issue or agreement to issue under ASX Listing 7.1A in the 12 months prior to the Meeting

The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

10.3 Board recommendation

The Directors believe that Resolution 10 will provide the Company with flexibility to raise capital quickly if advantageous terms are available and is in the best interests of the Company.

The Directors recommend that Shareholders vote in favour of Resolution 10.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 10.

Other information

Directors' approvals and recommendations

To the extent permitted by law, it is the intention of the Chairman of the Meeting to vote all undirected proxies granted to him in favour of the Resolutions.

GLOSSARY

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

$	means Australian Dollars.
AEST	means Australian Eastern Daylight Time.
Annual Report	means the annual report of the Company for financial year ended 31
	December 2024.
ASX	means ASX Limited ABN 98 008 624 691 or the Australian Securities
	Exchange operated by ASX Limited, as the context requires.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting convened by this
	Notice.
Company	means AKORA Resources Limited ACN 139 847 555.
Closely Related Party	has the meaning given in section 9 of the Corporations Act.
Constitution	means the constitution of the Company as at the date of this Meeting.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Equity Security	has the same meaning as the Listing Rules.
Explanatory	means this explanatory memorandum which forms part of the Notice.
Memorandum
Key Management	has the same meaning as in the accounting standards as defined in
Personnel	section 9 of the Corporations Act (so the term broadly includes those
	persons having authority and responsibility for planning, directing and
	controlling the activities of the Company, directly or indirectly, including
	any director, whether executive or otherwise, of the Company).
Listing Rules	means the official listing rules of the ASX.
Meeting	means the annual general meeting of Shareholders convened by this
	Notice to be held on 15 May 2025.
Notice	means this notice of meeting.
Ordinary Resolution	means a resolution requiring to be passed by a majority of such
	Shareholders, as being entitled to do so, vote in person or by proxy on
	such resolution.
Proxy Form	means the proxy form attached to this Notice.
Relevant Interest	has the meaning given in section 608 of the Corporations Act.

Relevant Period

has the meaning given to it in Listing Rule 7.1, being:

(a) if the entity has been admitted to the official list for 12 months or more, the 12-month period immediately preceding the date or issue or agreement; or
(b) if the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement.

Remuneration Report means the remuneration report of the Company included in the Directors’ Report section of the Company’s Annual Report. Resolution means a resolution set out in the Notice. Schedule means a schedule of this Notice. Securities has the meaning given in the Listing Rules. Section means a section of this Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share. Spill Meeting has the meaning given to it in section 2.2 of the Explanatory Memorandum. Spill Resolution has the meaning given to it in section 2.2 of the Explanatory Memorandum. Trading Day has the meaning given to that term in the Listing Rules. Vesting Condition has the meaning given to that term in section 0 and 5.1 of the Explanatory Memorandum (as applicable).

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LODGE YOUR VOTE

ONLINE https://au.investorcentre.mpms.mufg.com

ACN 139 847 555

BY MAIL  Akora Resources Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND*

MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 *During business hours Monday to Friday

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:00 am (AEST) on Tuesday, 13 May 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE https://au.investorcentre.mpms.mufg.com Login to the Investor Centre website using the holding details as shown on the Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in 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 A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Akora Resources Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your Name proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00 am (AEST) on Thursday, 15 May 2025 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.openbriefng.com/AKO25 (refer to details in the Virtual Meeting Online Guide).

Important for Resolutions 1, 3, 4 & 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 3, 4 & 5, even though the Resolutions aer connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain * For Against Abstain * 1 Approval of Remuneration Report 9 Approval to issue Shares to Paul Bibby in lieu of Director’s Fees

2 Re-election of Director – Matthew Gill 10 Approval of additional 10% placement capacity

3 Ratification of prior issue of Shares under November Placement
4 Ratification of prior issue of Shares under February Placement on 10 February 2025
5 Ratification of prior issue Shares under February Placement on 24 February 2025
6 Approval to issue Shares to Graeme Hunt under February Placement
7 Approval to issue Shares to Paul Bibby under February Placement
8 Approval to issue Shares to Matthew Gill under February Placement

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

AKO PRX2501N

AI assistant

AKORA RESOURCES LIMITED — AGM Information 2025

64356_rns_2025-04-13_cc227928-da2d-4d78-8e6b-346753045867.pdf