ALDORO RESOURCES LIMITED — AGM Information 2025

Oct 29, 2025

ALDORO RESOURCES LIMITED ACN 622 990 809 ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

Aldoro Resources Limited (ACN 622 990 809) ( Company ) gives notice to Shareholders that, in relation to the Notice of Annual General Meeting dated 14 October 2025 ( Notice ) in respect of the Company’s annual general meeting of members to be held at 11:00 am (AWST) on 20 November 2025 ( Meeting ), the Directors have resolved to:

• (a) reschedule the Company’s annual general meeting of members to 12:30pm (WST) on 28 November 2025; and

• (b) include the below addition information in the Notice:

• (i) Resolutions 9 to 14 within the Notice ( Additional Resolutions );

• (ii) Sections 8 to 12 within the Explanatory Statement; and

• (iii) Schedules 2 and 3 to the Explanatory Statement,

as set out in this Addendum.

Capitalised terms in this Addendum have the same meaning as given in the Notice except as otherwise defined.

This Addendum is supplemental to the Notice and should be read in conjunction with the Notice. Apart from the amendments set out below, all Resolutions and the Explanatory Statement in the original Notice remain unchanged.

Replacement Proxy Form

Annexed to this Addendum to the Notice is a replacement Proxy Form ( Replacement Proxy Form ). To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

• (a) If you have already completed and returned the Proxy Form annexed with the Notice ( Original Proxy Form ) and you wish to cast votes for any of the Additional Resolutions 9 to 11, you must complete and return the Replacement Proxy Form .

• (b) If you have already completed and returned the Original Proxy Form and you do not wish to vote on the Additional Resolutions, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 1 to 8 unless you submit a Replacement Proxy Form. For the sake of clarity, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast a vote on any of the Additional Resolutions.

• (c) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice as supplemented by the Addendum, please complete and return the Replacement Proxy Form.

Enquiries

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6559 1792.

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S U P PL E M E N T AR Y B U S I N E S S OF TH E M E E T I NG

The agenda of the Notice is amended by including the following Resolutions:

9. RESOLUTION 9 – APPROVAL TO ISSUE SHARES TO AMW MINING PTE LTD

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,000,000 Shares to AMW Mining Pte Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

10. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES TO SURVEYING CONTRACTOR

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 282,857 Shares to Cheng Du Ao Hua Exploration Engineering Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

11. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE OF PERFORMANCE RIGHTS TO XCEL CAPITAL’S NOMINEES

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 13,000,000 Performance Rights to Xcel Capital’s Nominees on the terms and conditions set out in the Explanatory Statement.”

12. RESOLUTION 12 – ISSUE OF INCENTIVE PERFORMANCE OPTIONS TO DR MINLU FU

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 14,000,000 Performance Options to Minlu Flu (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

13. RESOLUTION 13 – ISSUE OF INCENTIVE PERFORMANCE OPTIONS TO QUINN LEE

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 14,000,000 Performance Options to Quinn Lee (or her nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

14. RESOLUTION 14 – ISSUE OF INCENTIVE PERFORMANCE OPTIONS TO XCEL CAPITAL

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 12,000,000 Performance Options to Xcel Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

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Voting Prohibition Statements

Voting Prohibition Statements
Resolution 12 – Issue of Incentive Performance Options to Dr Minlu Fu	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 12 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 12 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration ofamemberof theKeyManagement Personnel.
Resolution 13 – Issue of Incentive Performance Options to Quinn Lee	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 13 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 13 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 13 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration ofamemberof theKeyManagement Personnel.

Voting Exclusion Statements

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

Resolution 9 – Approval to Issue Shares to AMW Mining Pte Ltd	AMW Mining Pte Ltd or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 10 – Ratification of Prior Issue of Shares to Survey Contractor	Cheng Du Ao Hua Exploration Engineering Pty or any other person who participated in the issue or an associate of that person or those persons.
Resolution 11 – Ratification of Prior Issue of Performance Rights to Xcel Capital’s Nominees	Xcel Capital’s Nominees, or any other person who participated in the issue or an associate of that person or those persons.
Resolution 12 – Issue of Incentive Performance Options to Dr Minlu Fu	Dr Minlu Fu (or their nominee(s)) 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 or those persons.
Resolution 13 – Issue of Incentive Performance Options to Quinn Lee	Quinn Lee (or their nominee(s)) 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 or those persons.
Resolution 14 – Issue of Incentive Performance Options to Xcel Capital	Xcel Capital or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

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

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

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S U P PL E M E N T AR Y E X PL A N A T O R Y S T A T E M E NT

The Explanatory Statement is supplemented by including the following Section:

8. RESOLUTION 9 – APPROVAL TO ISSUE SHARES TO AMW MINING PTE LTD

8.1 Background

As summarised in Section 6.1, the Company has entered into a Purchase Agreement with AMW Mining for the purchase of two Nock diamond drill rigs and sufficient consumables to allow the Company to expedite resource definition at the Kameelburg Project. As part of the Purchase Agreement, the Company was entitled to discounted drilling services provided by AMW Mining for the program commencing in September 2025.

The Company subsequently entered into a supplementary agreement with AMW Mining ( Supplementary Agreement ) under which, subject to Shareholder approval, AMW Mining will be entitled to receive Shares in lieu of cash consideration for drilling services on the following terms:

Election	Requirement	Shares
Minimum Commitment	If AMW Mining converts between $600,000 to $799,999.99 in drilling expenses into equity.	That number of Shares equal to the converted amount, at a deemed issue price equal to $0.43, being a maximum of 1,860,465 Shares.
Alternative Commitment	If AMW Mining converts $800,000 in drilling expenses (100% of the Phase Two Drilling Expenses into equity).	That number of Shares equal to the converted amount, at a deemed issue price equal to $0.40, being 2,000,000 Shares.

For the avoidance of doubt, AMW Mining must elect for either the Minimum Commitment or Alternative Commitment. The above terms are alternatives to one another and the fees payable will not be duplicated.

The Supplementary Agreement is otherwise on terms considered standard for an agreement of its kind.

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of that number of Shares to AMW Mining as set out in in Section 8.1 above.

In the event the Shares are issued to AMW Mining before the Record Date for the Distribution, AMW Mining will also acquire a right to receive Distribution Shares. As the Company will not have more Shares on issue following the issue than the number of SLZ Shares to be distributed, this will not impact the entitlement of Eligible Shareholders to Distribution Shares. Rather, the number of Retained Shares will decrease by the number of Shares issued to AMW.

8.2 Listing Rule 7.1

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.

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

8.3 Technical information required by Listing Rule 14.1A

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

If this Resolution is not passed, the Company will not be able to proceed with the issue and will be required to pay cash as consideration for the drilling services provided.

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8.4 Technical information required by Listing Rule 7.3

Required Information	Details
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	AMW Mining Pte Ltd (or their nominee(s)).
Number of Securities and class to be issued	The maximum number of Shares to be issued is 2,000,000 Shares, as set out in Section 8.1.
Terms of Securities	The Shares 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.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Shares will be issued at a nil issue price, in consideration for drilling services, as set out in Section 8.1. The deemed issue price will be as set out in Section 8.1.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to satisfy the Company’s obligations under the Supplementary Agreement.
Summary of material terms of agreement to issue	The Shares are being issued under the Supplementary Agreement (a summary of the material terms of which is set out in Section 8.1) which varies the Purchase Agreement (a summary of which is set out in Section 6.1 of the Notice).
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

9. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES TO SURVEY CONTRACTOR

9.1 General

The Company has entered into a service agreement with Cheng Du Ao Hua Exploration Engineering Pty Ltd, a company incorporated in China ( Contractor ) for the provisions of surveying services on the Kameelburg Project ( Surveying Agreement ).

Pursuant to the Surveying Agreement, the Contractor has agreed to perform surveying services and the Company has agreed to pay fees totalling $330,000 to the Contractor for a 60 day work program.

The Surveying Agreement will continue until the work program is completed or the agreement is otherwise terminated. The Surveying Agreement is otherwise on terms considered standard for an agreement of its kind.

The Company and the Contractor have agreed to convert $99,000 in fees at a deemed issue price of $0.35 per Share. Consequently, on 24 October 2025, the Company issued 282,857 Shares to the Contractor.

Accordingly, this Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the agreement to issue of 282,857 Shares to the Contractor.

As the Shares were issued to the Contractor before the Record Date for the Distribution, the Contractor has also acquired a right to receive Distribution Shares. As the Company does not have more Shares on issue following the issue than the number of SLZ Shares to be distributed, this will not impact the entitlement of Eligible Shareholders to Distribution Shares. Rather, the number of Retained Shares will decrease by the number of Shares issued to the Contractor.

9.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 8.2 above.

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

9.3 Listing Rule 7.4

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

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

9.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue 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 date of the issue.

If this Resolution is not passed, the issue 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 date of the issue.

9.5 Technical information required by Listing Rules 7.4 and 7.5

Required Information	Details
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	The Shares were issued to the Contractor.
Number and class of Securities issued	282,857 Shares were issued.
Terms of Securities	The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued.	The Company issued the Shares on 24 October 2025.
Price or other consideration the Company received for the Securities	The Shares were issued for nil issue price, in consideration for surveying services provided by the Contractor.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue was to satisfy the Company’s obligations under the Surveying Agreement.
Summary of material terms of agreement to issue	The Securities were issued under the Surveying Agreement, a summary of the material terms of which is set out in Section 9.1
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

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10. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE OF PERFORMANCE RIGHTS TO XCEL CAPITAL’S NOMINEES

10.1 General

On 17 April 2025, the Company issued 13,000,000 Performance Rights in equal proportions to two entities associated with Xcel Capital Pty Ltd ( Xcel Capital ) as nominees of Xcel Capital ( Xcel Capital’s Nominees ), in connection with Xcel Capital’s corporate advisory services provided to the Company.

The Performance Rights were issued to Xcel Capital’s Nominees as a performance linked incentive to motivate and reward their performance as an adviser to the Company. Refer to resolution 1 of the notice of meeting dated 14 March 2025 for further information. The Company issued the Performance Rights to Xcel Capital’s Nominees under the Company’s employee incentive scheme titled “Employee Incentive Securities Plan” ( Previous Plan ). However, the issue of the Performance Rights exceeded the Company’s placement capacity exception cap as approved by Shareholders for the Previous Plan pursuant to Listing Rule 7.2 (Exception 13(b)).

Accordingly, this Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of the Performance Rights to Xcel Capital’s Nominees.

10.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 8.2 above.

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

10.3 Listing Rule 7.4

A summary of Listing Rule 7.4 is set out in Section 9.3 above.

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

10.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue 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 date of the issue.

If this Resolution is not passed, the issue 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 date of the issue.

10.5 Technical information required by Listing Rules 7.4 and 7.5

Required Information	Details
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	The Performance Rights were issued to Xcel Capital’s Nominees, as follows: (a) Papillon Holdings Pty Ltd – 6,500,000 Performance Rights; and (b) Willowdale Holdings Pty Ltd – 6,500,000 Performance Rights.
Number and class of Securities issued	13,000,000 Performance Rights were issued.
Terms of Securities	The Performance Rights were issued on the terms and conditions set out in Schedule 1.

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Required Information	Details
Date(s) on or by which the Securities were issued.	17 April 2025.
Price or other consideration the Company received for the Securities	The Performance Rights were issued at a nil issue price, for the purpose of providing a performance linked incentive for Xcel Capital to motivate and reward their performance as an adviser to the Company.
Purpose of the issue, including the intended use of any funds raised by the issue	Xcel Capital is a corporate advisor of the Company and provides advice to the Company in respect of its corporate activities and exploration strategies. The purpose of the issue was to provide a performance-linked incentive for Xcel Capital to motivate and reward their performance as an adviser to the Company.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

11. RESOLUTIONS 12 AND 13 – APPROVAL TO ISSUE PERFORMANCE OPTIONS TO DIRECTORS

11.1 General

These Resolutions seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of an aggregate of 28,000,000 Performance Options to Dr Minlu Fu and Quinn Lee (or their nominee(s)) ( Related Parties ) on the terms and conditions set out below.

Further details in respect of the Performance Options proposed to be issued are set out in the table below.

Class	Recipient	Quantum	Vesting Condition	Exercise Price	Expiry Date
A	Dr Minlu Fu	4,200,000	The Company’s Shares achieving a 20-day VWAP of $1.00.	$0.001	12 months from the date of issue
	Quinn Lee	4,200,000
B	Dr Minlu Fu	4,200,000	The Company’s Shares achieving a 20-day VWAP of $1.50.	$0.001	18 months from the date of issue
	Quinn Lee	4,200,000
C	Dr Minlu Fu	5,600,000	The Company’s Shares achieving a 20-day VWAP of $2.00.	$0.001	24 months from the date of issue
	Quinn Lee	5,600,000

11.2 Director Recommendation

• (a) Quinn Lee is an executive Director of the Company and therefore Mauro Piccini believes that the issue of Securities to Quinn Lee is in line with Recommendation 8.2 of the ASX CGPR;

• (b) Mauro Piccini acknowledges that the issue of Securities under this Resolution to non-executive Director, Dr Minlu Fu, is contrary to Recommendation 8.2 of the ASX CGPR. However, Mr Piccini considers that the issue is reasonable in the circumstances for the reasons set out in Section 11.6;

• (c) Mauro Piccini recommends that Shareholders vote in favour of these Resolutions for the reasons set out in Section 11.6. In forming their recommendation, Mr Piccini considered the experience of the proposed recipients, the current market price of Shares, the current market standards and practices when determining the number of Performance Options to be issued to each of the Related Parties, as well as the performance milestones and expiry dates of those Performance Options; and

• (d) each Director (other than Mr Piccini) has a material personal interest in the outcome of these Resolutions on the basis that the Directors (other than Mr Piccini) (or their nominee(s)) are to be issued Securities on the same terms and conditions should these Resolutions be passed. For this reason, the Directors (other

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than Mr Piccini) do not believe that it is appropriate to make a recommendation on these Resolutions.

11.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.

As Securities are proposed to be issued to all of the Directors other than Mauro Piccini, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue. Accordingly, Shareholder approval for the issue is sought in accordance with Chapter 2E of the Corporations Act.

11.4 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

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

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

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

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

unless it obtains the approval of its shareholders.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

11.5 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If these Resolutions are not passed, the Company will not be able to proceed with the issue and the Company will be required to consider other methods for remunerating and incentivising the Directors.

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11.6 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Required Information		Details	Details	Details	Details	Details	Details
Name of the persons to whom Securities will be issued		The proposed recipients of the Securities are as set out below: Resolution Recipient Class A Class B Class C TOTAL 12 Dr Minlu Fu 4,200,000 4,200,000 5,600,000 14,000,000 13 Quinn Lee 4,200,000 4,200,000 5,600,000 14,000,000
		Resolution	Recipient	Class A	Class B	Class C	TOTAL
		12	Dr Minlu Fu	4,200,000	4,200,000	5,600,000	14,000,000
		13	Quinn Lee	4,200,000	4,200,000	5,600,000	14,000,000
Categorisation under Listing Rule 10.11		Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the proposed recipients who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued		The maximum number of Performance Options to be issued (being the nature of the financial benefit proposed to be given) is 28,000,000 which will be allocated as set out below: Resolution Recipient Class A Class B Class C TOTAL 12 Dr Minlu Fu 4,200,000 4,200,000 5,600,000 14,000,000 13 Quinn Lee 4,200,000 4,200,000 5,600,000 14,000,000
		Resolution	Recipient	Class A	Class B	Class C	TOTAL
		12	Dr Minlu Fu	4,200,000	4,200,000	5,600,000	14,000,000
		13	Quinn Lee	4,200,000	4,200,000	5,600,000	14,000,000
Terms of Securities		The Performance Options will be issued on the out in Schedule 3.				terms and conditions set
Date(s) on or by which the Securities will be issued		The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities		The Performance Options will be issued at an issue price of $0.001 per Performance Option.
Purpose of the issue, including the intended use of any funds raised by the issue		The purpose of the issue is to provide a performance linked incentive component in the remuneration package for the proposed recipients to align the interests of the proposed recipients with those of Shareholders, to motivate and reward the performance of the proposed recipients in their roles as Directors and to provide a cost effective way from the Company to remunerate the proposed recipients, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipients.
Consideration of type of Security to be issued		The Company has agreed to issue the Performance Options for the following reasons: (a) the issue of the Performance Options has no immediate dilutionary impact on Shareholders; (b) the deferred taxation benefit which is available to the proposed recipients in respect of an issue of Performance Options is also beneficial to the Company as it means the proposed recipients are not required to immediately sell the Performance Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; (c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and (d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options on the terms proposed.
Consideration of quantum of		The number of Securities to be issued has been determined based upon a consideration of:

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Required Information		Details
Securities to be issued		(a) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company; (b) the significant experience of the Related Parties in project exploration and development, including their extensive international networks and the their ability to attract and coordinate the specialized experience required to operate effectively in Namibia and within the specialty metals industry; (c) the track record of the Related Parties operating within an equity incentive structured remuneration arrangement, meeting all milestones applicable to incentive securities and delivering significant benefit to Shareholders through exploration success and Share price appreciation at an accelerated rate and while maintaining the Company’s cash reserves; (d) the quantum of the benefit to the Company and Shareholders should the Vesting Conditions attaching to the Performance Options being achieved, which represent a significant Share price increase from current trading values, with the Performance Options to be issued to the Related Parties representing approximately 11% of the Company’s issued Shares and the Vesting Conditions representing an increase in Share price of between 120% and 340% (based on the closing price of Shares on 27 October 2025); (e) the significant work and leadership required from the Related Parties as the Company moves from exploration to development, including potential expansion of the Kameelburg Project area and downstream planning; (f) the relatively cash remuneration of the Related Parties when compared to market peers (noting that Dr Fu does not receive director fees in cash form at present); (g) the Related Parties continued demonstration of confidence in the Company through retention of Shares and funding operations through various forms, including loans and Option exercises; (h) the Company’s preference to retain cash for advancing operational matters rather than satisfying Director remuneration requirements; (i) the additional roles taken on by the Related Parties within the broader corporate activities of the Company, with corporate expenditure limited through disciplined cost management and the Related Parties taking on additional responsibility; and (j) incentives to attract and ensure continuity of service of the Related Parties who have a strong preference for equity incentivization over alternative cash forms of remuneration, which ensure the Company’s cash reserves are maintained. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Securities upon the terms proposed.
Remuneration		The total remuneration package for each of the proposed recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below: Related Party Current Financial Year Ending 30 June 2026 Previous Financial Year Ended 30 June 2025 Minlu Fu1 $2,628,581 $4,688,816 Quinn Lee2 $2,824,265 $4,852,858 Notes: 1. Comprising of (a) FY25:$4,688,816 in share-based payments recognised through performance rights received and vested during the financial year; and (b) FY26:$,2,628,581 in Performance Rights issued in FY25 that vest in FY26, which will increase by $312,737 if the Performance Options are issued, being the value of the Performance Options. 2. Comprising of (a) FY25:$151,333 in salary/director fees, $18,605 in superannuation and $4,682,920 in share-based payments recognised through

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Required Information		Details	Details	Details	Details	Details	Details	Details	Details	Details	Details
		performance rights received and vested during the financial year; and (b) FY26:$200,000 in salary/director fees, $24,000 in superannuation, including $2,600,265 in Performance Rights issued in FY25 that vest in FY26, which will increase by $312,737 if the Performance Options are issued, being the value of the Performance Options.
Valuation		The value of the Securities and the pricing methodology is set out in Schedule 4.
Interest in Securities		The relevant interests of the proposed recipients in Securities as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice Related Party Shares1 Options Performance Rights/Options Undiluted Fully Diluted Minlu Fu 44,928,013 6,581,647 10,220,000 19.87% 21.95% Quinn Lee 35,823,131 5,556,140 Nil 15.84% 14.71% Post issue Related Party Shares1 Options Performance Rights / Options Minlu Fu 44,928,013 6,581,647 24,220,000 Quinn Lee 35,823,131 5,556,140 14,000,000
		Related Party	Shares1			Options		Performance		Undiluted	Fully
								Rights/Options			Diluted
		Minlu Fu	44,928,013			6,581,647		10,220,000		19.87%	21.95%
		Quinn Lee	35,823,131			5,556,140		Nil		15.84%	14.71%
		Post issue
		Related Party		Shares1				Options		Performance Rights / Options
		Minlu Fu		44,928,013				6,581,647		24,220,000
		Quinn Lee		35,823,131				5,556,140		14,000,000
Dilution		If the milestones attaching to the Performance Options under these Resolutions are met and the Performance Options are exercised, a total of 28,000,000 Shares would be issued. This will increase the number of Shares on issue from 226,162,778 (being the total number of Shares on issue as at the date of this Notice) to 254,162,778 (assuming that no Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 12.38%, comprising 6.09% by each of Dr Minlu Fu and Quinn Lee.
Trading history		The trading history of the Shares on ASX in the 12 of this Notice is set out below:							months before the date Date 30 April 2025 24 October 2024 and 26 November 2024 24 October 2025
					Price				Date
		Highest			$0.71				30 April 2025
		Lowest			$0.08				24 October 2024 and 26 November 2024
		Last			$0.455				24 October 2025
Other information		The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions.
Voting exclusion statements		Voting exclusion statements apply to these Resolutions.
Voting prohibition statements		Voting prohibition statements apply to these Resolutions.

12. RESOLUTION 14– APPROVAL TO ISSUE PERFORMANCE OPTIONS TO XCEL CAPITAL

12.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 12,000,000 Performance Options in consideration for corporate advisory services provided by Xcel Capital, including strategic advisory and advice with respect to exploration strategies and marketing, as well as to provide a performance linked incentive for Xcel Capital to motive and reward their performance as an advisor to the Company.

Further details in respect of the Performance Options proposed to be issued are set out in the table below.

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Class	Quantum	Vesting Condition	Exercise Price	Expiry Date
A	3,600,000	The Company’s Shares achieving a 20-day VWAP of $1.00.	$0.001	12 months from the date of issue
B	3,600,000	The Company’s Shares achieving a 20-day VWAP of $1.50.	$0.001	18 months from the date of issue
C	4,800,000	The Company’s Shares achieving a 20-day VWAP of $2.00.	$0.001	24 months from the date of issue

12.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 8.2 above.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

The proposed issue does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

12.3 Technical information required by Listing Rule 14.1A

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

If this Resolution is not passed, the issue can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

12.4 Technical information required by Listing Rule 7.3

Required Information	Details
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	Xcel Capital. The Company notes that former Director, Edwin Bulseco (who resigned within the past 6 months) holds 50% of the issued capital in Xcel Capital and is also a director of the entity. However, the Company does not consider that ASX Listing Rule 10.11 applies to this issue of Performance Options to Xcel Capital (or its nominees), as Mr Bulseco does not have operational control over Xcel Capital and therefore the Company does not consider Xcel Capital to be an associate (as defined by the Listing Rules) of Mr Bulseco. The Performance Options are not transferrable and will be issued to Xcel Capital and will not be allocated to nominees of Xcel Capital.
Number of Securities and class to be issued	12,000,000 Performance Options.
Terms of Securities	The Performance Options will be issued on the terms and conditions set out in Schedule 3.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Performance Options will be issued at an issue price of $0.001 per Performance Option, and otherwise in consideration for corporate advisory services provided to the Company, as well as to incentivise Xcel Capital for the future provision of services to the Company.

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Required Information	Details
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to recognise the substantial value of the services provided to the Company by Xcel Capital and to incentivise Xcel Capital for the future provision of services to the Company
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

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G L O S S AR Y

Performance Option means an Option on the terms set out in Schedule 3.

VWAP means volume weighted average price.

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S C H E DU L E 2 – TE R M S A N D C O N D I T I O N S O F P E R F O R M A N C E R I GH T S

The terms and conditions of the Performance Rights issued to the Xcel Capital Nominees are set out below:

(a) Milestones and Expiry Date

The relevant ‘ Milestone’ and ‘ Expiry Date ’ of each Performance Right is set out below:

Quantum	Milestone	Expiry Date
7,000,000	The Company announcing a Mineral Resource Estimate in compliance with the JORC code 2012 of 30,000,000 tonnes grading at an equivalent of 2 grams per Gold Equivalent.	1 July 2028
5,000,000	The Company announcing a Mineral Resource Estimate in compliance with the JORC code 2012 of 60,000,000 tonnes grading at an equivalent of 2 grams per Gold Equivalent.	1 July 2028
1,000,000	The Company announcing a Mineral Resource Estimate in compliance with the JORC code 2012 of 100,000,000 tonnes grading at an equivalent of 2 grams per Gold Equivalent.	1 July 2028

For the purpose of the Milestones, ‘ Gold Equivalent ’ means a gold equivalent resource including niobium, TREO, phosphate (apatite) and iron ore (to the extent that they are economically recoverable).

(b) Notification to holder

The Company shall notify the holder in writing when a Milestone has been satisfied.

(c) Conversion

Subject to paragraph (m), upon vesting, each Performance Right will, at the election of the holder, convert into one (1) Share.

(d) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(e) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(f) Transfer of Performance Rights

The Performance Rights are not transferable.

• (g) Lapse of a Performance Right

If a Milestone attached to the relevant Performance Right has not been satisfied by the Expiry Date, the relevant Performance Right will automatically lapse. However, in the event that a Milestone attached to the relevant Performance Right has been satisfied prior to the relevant Expiry Date, the relevant Performance Right will automatically lapse on the relevant Expiry Date, unless converted prior to that date in accordance with paragraph (c).

(h) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(i) Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

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(j) Adjustment for bonus issue

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

• (k) Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

• (l) Change in Control

Subject to paragraph (m), upon:

• (i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

• (A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

• (B) having been declared unconditional by the bidder.

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of a Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis.

(m)

Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (c) or (l) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (m)(i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

• (n) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (o) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

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(p) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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S C H E DU L E 3 – TE R M S A N D C O N D I T I O N S O F P E R F O R M A N C E O P TI O N S

The terms and conditions of the Performance Options are set out below:

1.	Entitlement	Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
2.	Exercise Price	Subject to paragraph 11, the amount payable upon exercise of each Option will be $0.001 (Exercise Price).
3.	Expiry Date	Each Option will expire at 5:00 pm (AWST) on the dates set out below: (a) Class A: unvested Class A Options will expire 12 months from the date of issue and vested Class A Options wil expire 24 moths from the date of issue; (b) Class B: unvested Class B Options will expire 18 months from the date of issue and vested Class B Options wil expire 24 moths from the date of issue; and (c) Class C: unvested Class C Options will expire 24 months from the date of issue and vested Class C Options wil expire 36 moths from the date of issue; and (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date
4.	Exercise Period	The Options are subject to the following vesting conditions: (a) Class A: the Company’s Shares achieving a 20-day VWAP of $1.00 within a period of 12 months from the date of issue; (b) Class B: The Company’s Shares achieving a 20-day VWAP of $1.50 within a period of 18 months from the date of issue; (c) Class C: The Company’s Shares achieving a 20-day VWAP of $2.00 within a period of 24 months from the date of issue, (Vesting Conditions) and are exercisable at any time on and from the earlier of: (d) the Board giving written approval for exercise following satisfaction of the Vesting Condition; and (e) 12 months following satisfaction of the Vesting Condition, until the Expiry Date (Exercise Period), subject to paragraph 10.
5.	Exercise Notice	The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
6.	Exercise Date	An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
7.	Timing of issue of Shares on exercise	Within five Business Days after the Exercise Date, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

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8.	Shares issued on exercise	Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
9.	Change of Control	Upon: (a) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and: (i) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and (ii) having been declared unconditional by the bidder; or (b) a court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, to the extent Options have not been exercised into Shares due to satisfaction of the relevant Vesting Conditions, the Vesting Conditions will accelerate and the Options will become immediately exercisable. Such Options may be exercised into Shares on a one-for-one basis, subject to payment of any applicable cash exercise price.
10.	Deferral of Share Issue	If the issue of Shares on exercise of Options would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the issue of Shares shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a Share issuance would result in a contravention of the General Prohibition: (a) holders may give written notification to the Company if they consider that the issue of Shares may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the issuance will not result in any person being in contravention of the General Prohibition; and (b) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (a) within seven days if the Company considers that the issue of Shares may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the Share issue will not result in any person being in contravention of the General Prohibition.
11.	Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
12.	Participation in new issues	There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
13.	Change in exercise price/Adjustment for rights issue	An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
14.	Transferability	The Options are not transferable.

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S C H E DU L E 4 – V AL U A T I O N O F P E R F OR M A NC E OP T I O N S

The Performance Options to be issued pursuant to Resolutions 12 and 13 have been valued by internal management . Using the Black & Scholes option pricing model and based on the assumptions set out below, the Performance Options were ascribed the following value range:

Assumptions:
Class	A	B	C
Valuation date	24 October 2025
Market price of Shares	45.5cents
Exercise price	Nil cents
Commencement of performance/vesting period	Date of shareholder approval
Risk free interest rate		3.57%
Expiry date (length of time from issue)	12 months	18 months	24 months
Volatility	65%	65%	65%
Indicative value per Performance Option	$0.02549	$0.02059	$0.02129
Total Value of Performance Options	$214,078	$172,924	$238,4771
- Dr Minlu Fu (Resolution 12)	$107,039	$86,462	$119,236
- Quinn Lee (Resolution 13)	$107,039	$86,462	$119,236

Note: The valuation ranges noted above are not necessarily the market prices that the Options could be traded at and they are not automatically the market prices for taxation purposes.

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

Aldoro Resources Limited | ABN 31 622 990 809

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Your proxy voting instruction must be received by 12:30pm (AWST) on Wednesday, 26 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Aldoro Resources Limited, to be held at 12:30pm (AWST) on Friday, 28 November 2025 at Unit 1, 1 Centro Avenue Subiaco WA 6008 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 12 and 13 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 12 and 13 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions For Against Abstain	Resolutions For Against Abstain
1 ADOPTION OF REMUNERATION REPORT	8 APPROVAL FOR AN EQUAL CAPITAL REDUCTION AND IN-SPECIE DISTRIBUTION
2 ELECTION OF MAURO PICCINI	9 APPROVAL TO ISSUE SHARES TO AMW MINING PTE LTD
3 RE-ELECTION OF MINLU FU	10 RATIFICATION OF PRIOR ISSUE OF SHARES TO SURVEYING CONTRACTOR
4 APPROVAL OF 7.1A MANDATE	11 RATIFICATION OF PRIOR ISSUE OF PERFORMANCE RIGHTS TO XCEL CAPITAL’S NOMINEES
5 RATIFICATION OF SHARES ISSUED TO THE KAMEELBURG VENDORS’ NOMINEE	12 ISSUE OF INCENTIVE PERFORMANCE OPTIONS TO DR MINLU FU
6 RATIFICATION OF TRANCHE 1 SHARES ISSUED TO AMW MINING PTE LTD	13 ISSUE OF INCENTIVE PERFORMANCE OPTIONS TO QUINN LEE
7 RATIFICATION OF TRANCHE 2 SHARES ISSUED TO AMW MINING PTE LTD	14 ISSUE OF INCENTIVE PERFORMANCE OPTIONS TO XCEL CAPITAL
Please note: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 on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).