ALARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2025

Jun 9, 2025

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Alara Resources Limited

ABN 27 122 892 719

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM TO

SHAREHOLDERS

Date of Mee�ng

8 July 2025

Time of Mee�ng

• 2:00 pm (AWST)

Place of Mee�ng

Fortuna Advisory Group, Suite 1.02, 110 Erindale Road, Balca�a, Western Australia 6021

A Proxy Form is enclosed

Please read this No�ce and the accompanying Explanatory Memorandum carefully.

If you are unable to a�end the Mee�ng please complete and return the Proxy Form in accordance with the specified direc�ons.

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ALARA RESOURCES LIMITED ABN 27 122 892 719

NOTICE OF GENERAL MEETING

No�ce is given that a general mee�ng of Shareholders of Alara Resources Limited ABN 27 122 892 719 will be held at Fortuna Advisory Group, Suite 1.02, 110 Erindale Road, Balca�a, Western Australia 6021 on Tuesday, 8 July 2025 at 2:00 pm (AWST) for the purpose of transac�ng the following business referred to in this No�ce of Mee�ng.

The Company will update Shareholders if changing circumstances will impact the planning or arrangements for the Mee�ng by way of announcement on ASX and the details will also be made available on the Company’s website at www.alararesources.com.

AGENDA

1 Resolu�on 1 – Proposed issue of Placement Shares to ATI (or its nominee(s))

ordinary resolu�on :

“That, for the purpose of Lis�ng Rule 7.1 and all other purposes, Shareholders approve the issue of 60,000,000 Shares at an issue price of A$0.04 per Share to ATI (or its nominee(s)) under the Placement, on the terms and condi�ons set out in the Explanatory Memorandum.”

Vo�ng exclusion statement: The Company will disregard any votes cast in favour of the Resolu�on by or on behalf of: (a) ATI and any other person who is expected to par�cipate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securi�es in the Company); or (b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolu�on by: (a) a person as proxy or a�orney for a person who is en�tled to vote on the Resolu�on, in accordance with the direc�ons given to the proxy or a�orney to vote on the Resolu�on in that way; or (b) the Chair of the Mee�ng as proxy or a�orney for a person who is en�tled to vote on the Resolu�on, in accordance with a direc�on given to the Chair to vote on the Resolu�on as the Chair decides; or (c) a holder ac�ng solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following condi�ons are met: (i) the beneficiary provides wri�en confirma�on to the holder that the beneficiary is not excluded from vo�ng, and is not an Associate of a person excluded from vo�ng, on the Resolu�on; and (ii) the holder votes on the Resolu�on in accordance with direc�ons given by the beneficiary to the holder to vote in that way.

2 Resolu�on 2 – Proposed issue of Placement Shares to Mr Vikas Jain (Director) (or his nominee(s))

ordinary resolu�on :

“That, for the purposes of Lis�ng Rule 10.11 and for all other purposes, Shareholders approve the issue of 25,000,000 Shares at an issue price of A$0.04 per Share to Mr Vikas Jain, Director (or his nominee(s), including South West Pinnacle Explora�on

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Limited and Mr Piyush Jain), under the Placement, on the terms and condi�ons set out in the Explanatory Memorandum.”

Vong	exclusion statement:The Company will disregard any votes cast in favour of the Resoluon by or on behalf of:
(a)	Mr Vikas Jain, South West Pinnacle Exploraon Limited and Mr Piyush Jain and any other person who will obtain a material
	beneft as a result of the issue of the securies (except a beneft solely by reason of being a holder of ordinary securies in the
	Company); or
(b)	an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resoluon by:
(a)	a person as proxy or aorney for a person who is entled to vote on the Resoluon, in accordance with the direcons given to
	the proxy or aorney to vote on the Resoluon in that way; or
(b)	the Chair of the Meeng as proxy or aorney for a person who is entled to vote on the Resoluon, in accordance with a
	direcon given to the Chair to vote on the Resoluon as the Chair decides; or
(c)	a holder acng solely in a nominee, trustee, custodial or other fduciary capacity on behalf of a benefciary provided the
	following condions are met:
	(i) the benefciary provides wrien confrmaon to the holder that the benefciary is not excluded from vong, and is not
	an Associate of a person excluded from vong, on the Resoluon; and
	(ii) the holder votes on the Resoluon in accordance with direcons given by the benefciary to the holder to vote in that
	way.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

Explanatory Memorandum.

By order of the Board

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Stephen Gethin Board Chair

9 June 2025

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Vo�ng Rights

(Subject to the vo�ng exclusions noted in the No�ce of Mee�ng)

• At any mee�ng of the Shareholders, each Shareholder en�tled to vote may vote in person or by proxy or by power of a�orney or, in the case of a Shareholder which is a corpora�on, by corporate representa�ve.

• Every person who is present in the capacity of Shareholder or the representa�ve of a corporate Shareholder shall, on a show of hands, have one vote.

the addresses listed above for the receipt of proxy appointments at least 48 hours before the Mee�ng. Previously lodged Powers of A�orney will be disregarded by the Company.

Vo�ng en�tlement

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corpora�ons Regula�ons 2001 (Cth), the Board has determined that a person's en�tlement to vote at the General Mee�ng will be the en�tlement of that person set out in the Register of Shareholders as at 5:00pm (AWST) on Sunday, 6 July 2025.

• Every Shareholder who is present in person, by proxy, by power of a�orney or by corporate representa�ve shall, on a poll, have one vote in respect of every fully paid share held by him or her.

Vo�ng in person

To vote in person, a�end the Mee�ng on the date and at the place set out in the No�ce. Shareholders, or their a�orneys, who plan to a�end the Mee�ng are asked to arrive at the venue 15 minutes prior to the �me designated for the Mee�ng, if possible, so that their holding may be checked against the Company's share register and their a�endance recorded.

Vo�ng by a corpora�on

A body corporate may appoint an individual as its authorised corporate representa�ve to exercise any of the powers the body may exercise at mee�ngs of a company's shareholders. A properly executed original (or cer�fied copy) of an appropriate “Appointment of Corporate Representa�ve” should be produced for admission to the Mee�ng. Previously lodged Appointments of Corporate Representa�ve will be disregarded by the Company.

Vo�ng by proxy

• 2:00pm

• (AWST) on 6 July 2025. Proxies received a�er this �me will be invalid.

• Proxies may be lodged using any of the following methods:

• by returning a completed Proxy Form in person or by courier delivery to:

  • Alara Resources Limited C/- Fortuna Advisory Group Suite 1.02, 110 Erindale Road Balca�a, Western Australia 6021

• by returning a completed Proxy Form by post to:

Alara Resources Limited

• C/- Fortuna Advisory Group PO Box 963

Balca�a, Western Australia 6914

• by emailing a completed Proxy Form to: cosec@alararesources.com

• The Proxy Form must be signed by the Shareholder or the Shareholder's a�orney. Proxies given by corpora�ons must be executed in accordance with the Corpora�ons Act.

Vo�ng by a�orney

A Shareholder may appoint an a�orney to vote on his or her behalf. For an appointment to be effec�ve for the Mee�ng, the instrument effec�ng the appointment (or a cer�fied copy of it) must be received by the Company at its registered office or one of

ALARA RESOURCES LIMITED ABN 27 122 892 719

EXPLANATORY MEMORANDUM

informa�on to assess the merits of the Resolu�ons contained in the foregoing No�ce of Mee�ng.

Memorandum. Defined terms are generally iden�fiable by the use of an upper case first le�er. Details of the defini�ons and abbrevia�ons are set out in the Glossary to this Explanatory Memorandum.

• 1 Background to Resolu�ons 1 and 2 – Placement

1.1 Overview

On the date of lodgement of this No�ce on ASX[1] the Company also announced that it had entered into subscrip�on agreements (each a Subscrip�on Agreement ) with each of Al Tasnim Infrastructure LLC ( ATI ) and Mr Vikas Jain (a Director of the Company), who have agreed to subscribe for an aggregate of up to 85,000,000 Shares at an issue price of A$0.04 per Share ( Placement Shares ) under a private placement to raise an aggregate of up to A$3.4 million (before costs) ( Placement ). Accordingly, Resolu�ons 1 and 2 seek Shareholders’ approval pursuant to Lis�ng Rules 7.1 and 10.11, respec�vely, for the issue (as applicable) of:

• up to 60,000,000 Placement Shares to ATI (or its nominee(s)) to raise up to A$2.4 million (before costs) (Resolu�on 1); and

• up to 25,000,000 Placement Shares to Mr Vikas Jain (Director) (or his nominee(s), including South West Pinnacle Explora�on Limited ( South West ) and Mr Piyush Jain), to raise up to A$1 million (before costs) (Resolu�on 2).

As at the date of this No�ce, ATI is a substan�al shareholder of the Company. ATI (and its Associates) has vo�ng power of 13.88% in the Company.[2]

1 But prior to the �me of lodgement of this No�ce.

2 ATI holds 99,649,512 Shares and has vo�ng power in the Company of 13.88% based on Alara’s Annual Report for the financial year ended 30 June 2024. The Company notes that ATI last disclosed vo�ng power of 14.13% (in a Form 604 dated 24 December 2024 for a change that occurred on 26 April 2021), but subsequent to that change further issues of Shares by the Company have resulted in a change to ATI’s vo�ng power of less than 1% to 13.88%. These included the issue of 4,000,000 Shares on 1 July 2022 (following the exercise of op�ons by Director Stephen Gethin, refer to the Appendix 2A dated 8 July 2022) and the issue of 8,658,302 Shares on 5 October 2022 (to contractor Progesys Interna�onal LLC, refer to the Appendix 2A dated 5 October 2022).

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Mr Vikas Jain is a Director of the Company. As at the date of this No�ce, Mr Vikas Jain is a substan�al shareholder of the Company, with vo�ng power of 5.25% in the Company.[3]

Funds raised pursuant to the Placement will be used to repay a por�on of the Company’s debt currently owing under its US$3.45 million (A$5.31 million[4] ) finance facility with Trafigura Pte Ltd ( Trafigura ) (as announced to the ASX on 26 July 2023) ( Trafigura Loan ). The interest rate payable under the Trafigura Loan is SOFR + 5.15% per annum. As at 31 March 2025, the en�re facility amount has been drawn down and is owing under the Trafigura Loan. Under the terms of the Trafigura Loan, the Company must repay US$1,591,735 (approximately A$2.45 million[5] ), consis�ng of a principal and interest repayment, by 15 July 2025 and requires immediate funds to meet this repayment deadline.

The money raised by the Placement also includes an addi�onal A$ equivalent amount to US$556,463 (approximately A$856,618[6] ) to cover interest payments due up un�l 30 June 2026, any withholding tax payable by Alara in respect of interest payments under the Trafigura Loan and bank fees for remi�ances and currency conversion. The total amount which will be due by Alara to Trafigura between 15 July 2025 and 26 July 2026 (both included) will therefore be US$2,148,198 (approximately A$3,306,935[7] ).

Placement Shares will only be issued under the Placement to the extent that the issue does not cause ATI or Mr Vikas Jain (or any of their Associates) to acquire a relevant interest (as on a that term is defined in the Corpora�ons Act) in Shares in breach of the prohibi�on shareholder increasing its percentage interest in the Company to at least 20% in sec�on 606 of the Corpora�ons Act.

The Company’s Al Hadeetha Wash-hi Majaza Copper-Gold Project in Oman ( Al Wash-hi Project ) is 51% owned by the Company (through its interest in Al Hadeetha Resources LLC, which owns the Al Wash-hi Project). The Company’s consolidated half-yearly financial report for the year ended 31 December 2024 dated 14 March 2025 ( Half Year Report ) notes that the Directors considered a cash flow forecast for the 12 months from the date of the Half Year Report which indicates that the Company will have a shor�all of cash required to meet its commitments of A$8.425 million over that period for its Al Wash-hi Project. The Half Year Report further notes that to meet the projected cash shor�all the Company will be required to raise funds from the issue of equity. Although the Half Year Report notes that the Company has a total of A$9,772,992 cash and cash equivalents at the end of 31 December 2024, this amount will be u�lised in payment of other costs and is not available to make payments due under the Trafigura Loan referred to in this document. The Company’s projected cash deficiency is not able to be resolved by its current loan agreements or

3 Mr Vikas Jain holds 37,745,930 Shares based on an Appendix 3Y: Change of Director’s Interest No�ce dated 29 March 2019 and has vo�ng power in the Company of 5.25%.

4 Based on an A$/US$ exchange rate of 1.5394 AUD per USD as at 5 June 2025.

5 See note 4.

6 See note 4.

7 See note 4.

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at the end of 31 December 2024, as set out in the Half Year Report, total A$22,075,558, with non-current financial liabili�es of A$81,399,787.

The Company’s cash shor�all as it relates to the Al Wash-hi Project also means that the Company’s other current financial liabili�es, including the Trafigura Loan, are unable to be sa�sfied based on exis�ng cash reserves. The funds raised pursuant to the Placement will contribute to the Company’s repayment of the Trafigura Loan, in par�cular, the repayment of USD$2,148,198 (approximately A$3.3 million[8] ) consis�ng of principal and interest repayments which are due between 15 July 2025 and 30 June 2026.

1.2 Terms of the Subscrip�on Agreements

As set out in Sec�on 1.1 above, each of ATI and Mr Vikas Jain have entered into Subscrip�on Agreements with the Company for the Placement which are on substan�ally the same terms.

The material terms of the Subscrip�on Agreements are set out below.

Term	Descripon
Pares	The Company and each of ATI or Mr Vikas Jain (each a Subscriber).
Condion precedent	The pares’ obligaons under the Subscripon Agreements are condionalonthe Company holding the Meeng and the Shareholders resolving to approve at the Meeng (as applicable): (a) the issue of the Placement Shares to ATI (or its nominee(s)) pursuant to Lisng Rule 7.1 (the subject of Resoluon1); and (b) the issue of the Placement Shares to Mr Vikas Jain (or his nominee(s))pursuant to Lisng Rule 10.11(the subject of Resoluon2), by no later than 15 July 2025 or any other date as agreed in wring between the pares(End Date).
Use of proceeds	The funds raised under the Subscripon Agreement will be used to assist in repaying the amount due under the Trafgura Loan as set out in Secon1.1 above.

8 Based on an A$/US$ exchange rate of 1.5394 AUD per USD as at 5 June 2025.

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Warranes	The Subscriber represents and warrants to the Company, amongst other maers, that: (a) the issue of the Placement Shares to the Subscriber does not require any form of prospectus, disclosure document, nofcaon, registraon or other similar or equivalent requirements under the Corporaons Act or the laws of any other country; and (b) the subscripon for the Placement Shares bythe Subscriber will not cause the Subscriber (or any of their Associates) to violate secon 606 of the Corporaons Act. Otherwise, the Subscripon Agreements contain general warranesby each of the Subscriber and the Company which are considered customary for agreements of this nature.
Terminaon	TheSubscripon Agreement may be terminated where a party does not complete when it is required to do so under the Subscripon Agreement. Otherwise, thepares may terminate the Subscripon Agreement for breach of warrantyor if the condionprecedent set out above (as applicable) is not sasfedby the End Date.
Other terms	In addion to the provisions described above, the Subscripon Agreements contain other general terms considered customary for agreements of this nature.

2 Resolu�on 1 – Proposed issue of Placement Shares to ATI (or its nominee(s))

2.1 Lis�ng Rule 7.1

Broadly speaking, and subject to a number of excep�ons, Lis�ng Rule 7.1 limits the amount of Equity Securi�es that the Company can issue without the approval of its Shareholders over any 12-month period to 15% of the Shares it had on issue at the start of that period.

The proposed issue of Placement Shares to ATI (or its nominee(s)) pursuant to the Placement does not fall within any of the excep�ons set out in Lis�ng Rule 7.2 and, whilst it may not exceed the 15% limit under Lis�ng Rule 7.1, in the interests of best prac�ce corporate governance and transparency and to preserve placement capacity, the Board has determined to seek Shareholder approval for the issue of Placement Shares to ATI (or its nominee(s)). It therefore requires the approval of the Shareholders under Lis�ng Rule 7.1.

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Resolu�on 1 seeks the required Shareholder approval for the proposed issue of Placement Shares under and for the purposes of Lis�ng Rule 7.1.

If Resolu�on 1 is passed:

• the Company will be able to proceed with the Placement and the Company will issue up to 60,000,000 Placement Shares to ATI (or its nominee(s));

• the Company’s cash reserves will increase by A$2.4 million (before expenses); and

• the total number of Shares on issue will increase from 718,087,541 to 778,087,541 and the exis�ng Shareholders’ holdings will be diluted by approximately 7.71% on an undiluted basis and approximately 6.27% on a fully diluted basis. Assuming Resolu�on 2 is also passed, the total number of Shares on issue will increase from 718,087,541 to 803,087,541 and the exis�ng Shareholders’ holdings will be diluted by approximately 10.58% on an undiluted basis and approximately 8.65% on a fully diluted basis. Refer to the table below for worked examples.

	Impact of issue of Placement Shares to ATI (or its nominee(s)) (Resoluon1)	Impact of issue of Placement Shares to ATI (or its nominee(s)) (Resoluon1)	Impact of issue of Placement Shares to ATI (or its nominee(s)) (Resoluon1) and Mr Vikas Jain (or his nominee(s)) (Resoluon2)	Impact of issue of Placement Shares to ATI (or its nominee(s)) (Resoluon1) and Mr Vikas Jain (or his nominee(s)) (Resoluon2)
	Undiluted	Diluted	Undiluted	Diluted
ExisngShares	718,087,541	718,087,541	718,087,541	718,087,541
ExisngWarrants9	-	179,521,885	-	179,521,885
Placement Shares	60,000,000	60,000,000	85,000,000	85,000,000
Total	778,087,541	957,609,426	803,087,541	982,609,426
Exisng Shares % (aer issue of Placement Shares)	92.29%	74.99%	89.42%	73.08%
Diluon % (aer issue of Placement Shares)	7.71%	6.27%	10.58%	8.65%

In addi�on, the Placement Shares issued to ATI (or its nominee(s)) pursuant to the Placement will be excluded from the calcula�on of the number of Equity Securi�es that the Company can issue without Shareholder approval under Lis�ng Rule 7.1.

If Resolu�on 1 is not passed, the Company will not be able to issue 60,000,000 Placement Shares to ATI (or its nominee(s)). A failure to vote in favour of the Resolu�on could deprive

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the Company of A$2.4 million payable by ATI under the Placement and which would otherwise be applied for the purposes noted above in Sec�on 1.1.

ATI currently has vo�ng power in the Company of 13.88%.[10] Assuming all other Resolu�ons set out in this No�ce are passed and no addi�onal Shares are issued by the Company, ATI’s vo�ng power in the Company could increase up to 19.88% as a result of the issue of the Placement Shares the subject of Resolu�on 1.

If the Company is deprived of this funding, the Company’s current cash resources will not be sufficient to meet the deadline of 15 July 2025 for repayment of US$1,591,735 (approximately A$2.45 million[11] ) under the Trafigura Loan, or the further amounts totalling US$556,463 (approximately A$856,618[12] ) which will become due under that loan between that date and 30 June 2026. Failure to meet the 15 July payment deadline, or any of the subsequent quarterly interest payment deadlines between that date and 30 June 2026, may cause the Company to default on the Trafigura Loan. There is no guarantee that the Company will be able to secure any alterna�ve funding in the short �meframe before the repayment deadlines (par�cularly the 15 July 2025 deadline) on terms favourable to the Company, or at all.

warrants, each en�tling Trafigura to, if exercised, be issued one Share in Alara ( Warrants ). The Warrants are exercisable at a 10% discount to the VWAP of Alara Shares traded on ASX over the 30-day period prior to the date of the Company’s default. The exercise price for Shares issued to Trafigura as a result of exercising the Warrants are set off against Alara’s obliga�on to repay the outstanding balance of the Trafigura Loan, including interest and enforcement expenses.

2.2 Informa�on Requirements – Lis�ng Rule 7.3

The following informa�on in rela�on to the Placement Shares to be issued to ATI is provided to Shareholders for the purposes of Lis�ng Rule 7.3:

• (a) the Placement Shares will be issued to ATI (or its nominee(s));

• (b) the Company will issue 60,000,000 Placement Shares to ATI (or its nominee(s));

10 ATI holds 99,649,512 Shares and has vo�ng power in the Company of 13.88% based on Alara’s Annual Report for the financial year ended 30 June 2024. The Company notes that ATI last disclosed vo�ng power of 14.13% (in a Form 604 dated 24 December 2024 for a change that occurred on 26 April 2021), but subsequent to that change further issues of Shares by the Company have resulted in a change to ATI’s vo�ng power of less than 1% to 13.88%. These included the issue of 4,000,000 Shares on 1 July 2022 (following the exercise of op�ons by Director Stephen Gethin, refer to the Appendix 2A dated 8 July 2022) and the issue of 8,658,302 Shares on 5 October 2022 (to contractor Progesys Interna�onal LLC, refer to the Appendix 2A dated 5 October 2022).

11 Based on an A$/US$ exchange rate of 1.5394 AUD per USD as at 5 June 2025. 12 See note 11.

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• (c) the Placement Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the exis�ng fully paid ordinary shares on issue;

• (d) the Company intends to issue the Placement Shares within 10 business days of the Mee�ng, and in any event no later than three months a�er the date of the Mee�ng;

• (e) the Company will receive A$0.04 for each Placement Share issued to ATI (or its nominee(s));

• (f) the Placement Shares are being issued to ATI (or its nominee(s)) to assist in repaying US$2,148,198 (approximately A$3.3 million[13] ) due on various dates between 15 July 2025 and 30 June 2026 under the Trafigura Loan;

• (g) the material terms of the Subscrip�on Agreement are set out in Sec�on 1.2 above; and

• (h) a vo�ng exclusion applies in respect of this Resolu�on as set out in the No�ce of Mee�ng.

2.3 Directors’ Recommenda�on

Ms Devaki Khimji declines to make a recommenda�on in respect of Resolu�on 1 in light of her interest in the Resolu�on as she is a nominee of ATI on the Board.

The Directors (other than Ms Devaki Khimji) recommend that Shareholders vote in favour of Resolu�on 1 for the reasons outlined in this Explanatory Memorandum. The Directors (other than Ms Devaki Khimji) are not aware of any other informa�on that would reasonably be required by the Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolu�on 1.

Subject to any required vo�ng exclusion, each of the Directors (other than Ms Devaki Khimji) has agreed to vote, or procure the vo�ng of, any Shares that they control in favour of Resolu�on 1.

3 Resolu�on 2 – Proposed issue of Placement Shares to Mr Vikas Jain (Director) (or his nominee(s))

Mr Vikas Jain, a Director of the Company (or his nominee(s), including South West and Mr Piyush Jain), has agreed to subscribe, subject to Shareholder approval, for 25,000,000 Placement Shares under the Placement to raise A$1 million (before costs). As at the date of this No�ce, of the 25,000,000 Placement Shares to be issued to Mr Vikas Jain, it is intended that 12,500,000 Placement Shares will be issued to his nominee South West and 5,000,000 Placement Shares will be issued to his nominee Mr Piyush Jain, with the remaining 7,500,000 Placement Shares to be issued to Mr Vikas Jain in his personal capacity.

13 Based on an A$/US$ exchange rate of 1.5394 AUD per USD as at 5 June 2025.

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3.1 Chapter 2E of the Corpora�ons Act

to a related party of the public company unless either:

• (a) requirement in sec�on 208 of the Corpora�ons Act to obtain shareholder approval; or

• (b) benefit is given within 15 months a�er obtaining such approval.

For the purposes of Chapter 2E of the Corpora�ons Act, Mr Vikas Jain is a related party of the Company. Resolu�on 2 relates to the proposed issue of Placement Shares to Mr Vikas Jain (Director) (or his nominee(s)), which cons�tutes a financial benefit that would, but for the applica�on of one of the excep�ons set out in sec�ons 210 to 216 of the Corpora�ons Act, require Shareholder approval for the purposes of sec�on 208 of the Corpora�ons Act.

The Board (other than Mr Vikas Jain) considers that Shareholder approval pursuant to Chapter 2E of the Corpora�ons Act is not required in respect of Mr Vikas Jain’s (or his nominee(s)) par�cipa�on in the Placement because:

• the issue of the Placement Shares was nego�ated by the Board (other than Mr Vikas Jain) extensively and is on terms that are arm’s length (or worse) for Mr Vikas Jain;

• the Placement Shares are to be issued at A$0.04, being a premium to the 10-trading day VWAP of Shares immediately prior to the Company and Mr Vikas Jain entering into the Subscrip�on Agreement; and

• the Placement Shares to be issued to Mr Vikas Jain (or his nominee(s)) will also be issued on the same terms as Placement Shares to be issued to ATI (or its nominee(s)), who is unrelated to the Company,

sec�on 210 of the Corpora�ons Act applies.

3.2 Lis�ng Rule 10.11

Lis�ng Rule 10.11 provides that unless one of the excep�ons in Lis�ng Rule 10.12 applies, the Company must not issue or agree to issue Equity Securi�es to:

• a related party (Lis�ng Rule 10.11.1);

• a person who is, or was at any �me in the 6 months before the issue or agreement, a substan�al (30%+) holder in the Company (Lis�ng Rule 10.11.2);

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• a person who is, or was at any �me in the 6 months before the issue or agreement, a substan�al (10%+) holder in the Company and who has nominated a Director to the Board pursuant to a relevant agreement which gives them a right or expecta�on to do so (Lis�ng Rule 10.11.3);

• an associate of a person referred to in Lis�ng Rules 10.11.1 to 10.11.3 (Lis�ng Rule 10.11.4); or

• a person whose rela�onship with the Company or a person referred to in Lis�ng Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by Shareholders (Lis�ng Rule 10.11.5),

unless it obtains the approval of its Shareholders.

The proposed issue of Placement Shares to Mr Vikas Jain (Director) (or his nominee(s)) under the Placement falls within Lis�ng Rule 10.11.1 and does not fall within any of the excep�ons in Lis�ng Rule 10.12. It therefore requires the approval of Shareholders under Lis�ng Rule 10.11.

Resolu�on 2 seeks Shareholder approval for the purposes of Lis�ng Rule 10.11 and for all other purposes to allow Mr Vikas Jain (or his nominee(s)) to be issued a total of 25,000,000 Placement Shares under the Placement. Mr Vikas Jain’s par�cipa�on in the Placement will be on the same terms as the Placement made to ATI (or its nominee(s)) (see details of the terms of the Subscrip�on Agreement set out in Sec�on 1.2 above).

If Resolu�on 2 is passed, the Company will be able to proceed with the issue of 25,000,000 Placement Shares to Mr Vikas Jain and the Company will raise A$1 million (before costs) from the issue of those Placement Shares.

Mr Vikas Jain currently has vo�ng power in the Company of 5.25%.[14] Assuming all other Resolu�ons set out in this No�ce are passed and no addi�onal Shares are issued by the Company, Mr Vikas Jain’s vo�ng power in the Company could increase to up to 7.81% as a result of the issue of the Placement Shares the subject of Resolu�on 2.

If Resolu�on 2 is not passed, the Company will not be able to proceed with the issue of Placement Shares to Mr Vikas Jain (or his nominee(s)). A failure to vote in favour of the Resolu�on could deprive the Company of A$1 million payable by Mr Vikas Jain under the Placement, and which would otherwise be applied for the purposes noted above in Sec�on 1.1, which would have the same consequences as set out above in Sec�on 2.1.

14 Mr Vikas Jain holds 37,745,930 Shares based on an Appendix 3Y: Change of Director’s Interest No�ce dated 29 March 2019 and has a vo�ng power in the Company of 5.25%.

13

3.3 Informa�on Requirements – Lis�ng Rule 10.13

The following further informa�on is provided to Shareholders for the purposes of Lis�ng Rule 10.13:

• (a) the Placement Shares will be issued to Mr Vikas Jain (Director) (or his nominee(s), including South West and Mr Piyush Jain). South West is a related party of Mr Vikas Jain, given Mr Vikas Jain is a shareholder and a director of South West. Mr Piyush Jain is Mr Vikas Jain’s brother. The Company understands that Mr Vikas Jain and Mr Piyush Jain are Associates in rela�on to the Company’s affairs;

• (b) Mr Vikas Jain is a Lis�ng Rule 10.11.1 party as he is a Director of the Company (and Southwest and Mr Piyush Jain are a Lis�ng Rule 10.11.1 and 10.11.4 party, respec�vely, for the reasons noted in Sec�on 3.3(a) above);

• (c) the maximum number of Placement Shares that will be issued to Mr Vikas Jain (or his nominee(s)) is 25,000,000 Placement Shares. As at the date of this No�ce, of the 25,000,000 Placement Shares to be issued to Mr Vikas Jain, it is intended that 12,500,000 Placement Shares will be issued to his nominee South West and 5,000,000 Placement Shares will be issued to his nominee Mr Piyush Jain, with the remaining 7,500,000 Placement Shares to be issued to Mr Vikas Jain in his personal capacity;

• (d) the Placement Shares to be issued under Resolu�on 2 are fully paid ordinary shares in the Company;

• (e) the Company intends to issue the Placement Shares within 10 business days of the Mee�ng, and in any event no later than one month a�er the date of the Mee�ng;

• (f) the Placement Shares will be issued at an issue price of A$0.04 each;

• (g) the purpose of the issue of the Placement Shares is to raise up to A$3.4 million (before costs), which will be used to assist in repaying US$2,148,198 (approximately A$3.30 million[15] ) comprising principal and interest due on various dates between 15 July 2025 and 30 June 2026 under the Trafigura Loan;

• (h) the issue of the Placement Shares is not intended to remunerate or incen�vise Mr Vikas Jain in his role as a Director of the Company;

• (i) the material terms of the Subscrip�on Agreement are set out in Sec�on 1.2 above; and

• (j) a vo�ng exclusion statement applies to this Resolu�on as set out in the No�ce.

15 Based on an A$/US$ exchange rate of 1.5394 AUD per USD as at 5 June 2025.

14

If approval is given for the grant of the Placement Shares under Lis�ng Rule 10.11, approval is not required under Lis�ng Rule 7.1.

3.4 Directors’ Recommenda�on

Mr Vikas Jain declines to make a recommenda�on in respect of Resolu�on 2 in light of his interest in the Resolu�on as he is the subscriber of the Placement Shares the subject of Resolu�on 2.

The Directors (other than Mr Vikas Jain) recommend that Shareholders vote in favour of Resolu�on 2 for the reasons outlined in this Explanatory Memorandum. The Directors (other than Mr Vikas Jain) are not aware of any other informa�on that would reasonably be required by the Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolu�on 2.

Subject to any required vo�ng exclusion, each of the Directors (other than Mr Vikas Jain) has agreed to vote, or procure the vo�ng of, any Shares that they control in favour of Resolu�on 2.

[The remainder of this page is inten�onally blank]

15

GLOSSARY

A$ means Australian dollars.

Al Wash-hi Project has the meaning given to that term in Sec�on 1.1.

Associate has the meaning given to that term in the Lis�ng Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securi�es Exchange operated by ASX Limited.

ATI means Al Tasnim Infrastructure LLC.

AWST means Australian western standard �me as recognised in Perth, Western Australia.

Board means the Directors.

Chair means the individual elected to chair any mee�ng of the Company from �me to �me.

Company means Alara Resources Limited ABN 27 122 892 719.

Cons�tu�on means the Company's cons�tu�on, as amended from �me to �me.

Corpora�ons Act means Corpora�ons Act 2001 (Cth).

by email, or the personalised proxy form accompanying the postcard circulated by way of post where the Shareholder has not elected to receive no�ces by email.

Resolu�on means a resolu�on contained in the No�ce.

Shares means fully paid ordinary shares in the capital of the Company.

South West means South West Pinnacle Explora�on Limited.

Subscrip�on Agreement has the meaning given to that term in Sec�on 1.1.

has the meaning given to that term in Sec�on 1.1.

US$ means United States dollars.

VWAP means volume weighted average market price.

Warrants has the meaning given to that term in Sec�on 2.1.

Directors means the directors of the Company.

End Date has the meaning given to that term in Sec�on 1.2.

Equity Securi�es has the meaning given to that term in the Lis�ng Rules.

Explanatory Memorandum means the

explanatory memorandum accompanying this No�ce.

Half Year Report has the meaning given to that term in Sec�on 1.1.

Lis�ng Rules means the ASX Lis�ng Rules.

Mee�ng means the General Mee�ng convened by the No�ce.

No�ce or No�ce of Mee�ng means this No�ce of General Mee�ng.

Placement has the meaning given to that term in Sec�on 1.1.

Placement Shares has the meaning given to that term in Sec�on 1.1.

Proxy Form means the proxy form

accompanying the No�ce by way of email where the Shareholder has elected to receive no�ces

Sample only – please do not complete this version. Personalised proxies are sent to Shareholders.

==> picture [122 x 38] intentionally omitted <==

General Meeting Proxy Form

A. Appointment of Proxy

I/we being a Shareholder(s) of Alara Resources Limited and entitled to attend and vote, hereby appoint:

The Chair of the Meeting OR

Write here name of person appointed if this person is not the Chairman of the Meeting.

or, failing the person named above or if no person is named above, the Chair of the Meeting as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions below (or if no directions are given below, as the proxy sees fit) at the General Meeting of Alara Resources Limited to be held at Fortuna Advisory Group, Suite 1.02, 110 Erindale Road, Balcatta, Western Australia, AUSTRALIA at 2:00 pm (Australian Western Standard Time or Perth time) on Tuesday, 8 July 2025 and at any adjournment of that Meeting. Important:

The Company encourages Shareholders to indicate their voting direction FOR, AGAINST, or to ABSTAIN, for each resolution in Section B, below. If you leave Section A, above, blank or if your named proxy does not attend the Meeting, the Chair of the Meeting will be your proxy by default.

If the Chair of the Meeting becomes your proxy (by specific appointment or by default) you can direct them to vote FOR, AGAINST, or ABSTAIN from voting on each Resolution by marking the appropriate voting direction box in Section B below. Note that under Section A, if the Chair of the Meeting is your proxy and you do not mark a Voting Direction box for any Resolution in Section B below you are directing the Chair to vote “ For ” that Resolution – i.e. the Chair will vote all undirected proxies on a Resolution For that Resolution. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

STEP 2	B. Voting Directions to Proxy (Please mark to indicate your directions)
	Resolutions For Against Abstain
	1. Approve proposed issue of Placement Shares to ATI (or its nominee(s)) ☐ ☐ ☐
	2. Approve proposed issue of Placement Shares to Mr Vikas Jain (Director) (or his nominee(s)) ☐ ☐ ☐

If (2) two proxies are being appointed, the proportion of voting rights this proxy represents is: ______%. * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

• C. Change of Address and Annual Report/Notice of Meeting Election (refer notes 1 and 2 overleaf)

• ☐ mark ☒ to make any changes to your address details and write new address at top of form

• ☐ mark ☒ to receive a printed Annual Report by post

• ☐ mark ☒ to receive Annual Reports and Notices of Meeting by email and insert your email address below.

D. Please Sign Here

Individual or Shareholder 1

Sample only – do not sign

Director (Sole Director for a 1 Director company or first Director for a 2 (or more) Director company)

Contact name

{EMAIL} Email address

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Joint Shareholder 2 Joint Shareholder 3

	Sample only – do not sign	Sample only – do not sign
	Director/Secretary_(Second Director or_ Company Secretary for a 2 Director company or a 1 Director company with a Secretary)
	{PHONE}
	Contact telephone	Date

Annual General Meeting Proxy Form

Alara Resources Limited A.B.N. 27 122 892 719

Instructions for Completing Proxy Form_____

1. Change of Address

• Your pre-printed name and address is shown as it appears on the share register of Alara Resources Limited. If this information is incorrect, please mark the box at Section C of the form and make the correction at the top of the form. Shareholders sponsored by a broker should advise their broker of changes.

2. Annual Report Elections

• Companies are no longer required to mail out printed Annual Reports to Shareholders. Instead, Shareholders can now make an election as follows: (a) make a written request for a hard copy Annual Report to be mailed to you; or (b) make a written request for an electronic copy of the Annual Report to be emailed to you. If you wish to update your Annual Report elections, please complete Section C of the Proxy Form.

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

4. You may direct your proxy how to vote by marking one of the voting direction boxes opposite each Resolution. If you do not mark a voting direction box your proxy may, to the extent permitted by law, vote or abstain from voting as they choose. If you mark more than one voting direction box on a Resolution your vote on that Resolution will be invalid.

5. Lodging a proxy does not prevent a Shareholder who is a natural person attending the Meeting if they wish. Where a Shareholder lodges a valid proxy and attends the Meeting in person, the proxy’s authority to speak and vote is suspended while the Shareholder is present.

6. A Shareholder who is entitled to attend and vote may appoint not more than two (2) proxies. Where two (2) proxies are appointed, each proxy must be appointed to represent a specified proportion of the Shareholder’s voting rights. If the Shareholder appoints two (2) proxies and the appointments do not specify each proxy’s proportion of the Shareholder’s votes, each proxy may exercise half of those votes.

7. A proxy need not be a Shareholder of the Company.

8. If you mark the “Abstain” box for a particular Resolution you are directing your proxy not to vote on that Resolution on a show of hands or a poll, and your Shares will not be counted in computing the required majority on a poll.

9. If a representative of a Shareholder which is a company is to attend the meeting and the Shareholder does not appoint the representative as a proxy, the representative must produce a properly executed original (or copy certified as correct by a lawyer) of an “Appointment of Corporate Representative” for admission to the meeting. Appointments of Corporate Representative lodged for previous meetings will be disregarded.

10. Signing Instructions

• You must sign this form as follows in the spaces provided at Section D , depending on which type of Shareholder you are: Natural person (an individual): That person must sign personally or their attorney under a power of attorney may sign for them. Two or more natural persons (individuals) who are joint Shareholders: Each of the joint shareholders must either sign personally or their attorney under a power of attorney may sign for the person.

Shareholder which is a company:

Where the company has:

• One Director – that director must sign this form; or

• Two or more Directors – this form must be signed in accordance with the Corporations Act by a Director and either: a) another Director, or b) the Company Secretary. Each signatory should indicate the office which they hold by signing in the appropriate box.

• Signing the Proxy under a power of attorney:

• Shareholder which is a natural person (individual): You must lodge an original or a certified copy of the power of attorney with your completed proxy form and produce a properly executed original or certified copy of the power of attorney at the meeting. A certified copy must be certified as a true copy by a lawyer or other person authorised by law to witness statutory declarations, or the equivalent type of document under the law of the place of residence of the Shareholder.

• Shareholder which is a company : A director may not have their personal attorney under a power of attorney sign for them as Director. A company may only execute a proxy under a power of attorney where the company has appointed an attorney under a corporate power of attorney. In that case the same rules for lodging the power of attorney apply as for a shareholder which is a natural person.

• Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at one of the addresses set out in this Proxy Form, and by 2:00pm (AWST) on 6 July 2025.

11. Cut-off time for new Shareholders

Under regulation 7.11.37 and 7.11.38 of the Corporations Regulations, for the purposes of this Meeting Shares in the Company will be taken to be held by the companies or individuals who are the registered holders of the Shares at 5:00 pm Australian Western Standard Time or Perth time (7:00 pm Australian Eastern Standard Time or Sydney time) on Sunday, 6 July 2025 . Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at this meeting.

12. How and when to lodge a Proxy

By Post: By Hand/Courier Delivery (Do not post to this address) By email Alara Resources Limited Alara Resources Limited cosec@alararesources.com C/- Fortuna Advisory Group C/- Fortuna Advisory Group PO Box 963 Suite 1.02, 110 Erindale Road Balcatta Western Australia 6914 Balcatta Western Australia 6021