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ALITA RESOURCES LIMITED Proxy Solicitation & Information Statement 2025

Nov 21, 2025

67390_rns_2025-11-21_aae49923-bf24-40f0-b75b-67edb508fb36.pdf

Proxy Solicitation & Information Statement

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Alita Resources Limited

ACN 147 393 735

Notice of Reconvened FY2024 Annual General Meeting and Proxy Form

Notice is given that the reconvened FY2024 annual general meeting will be held at:

Time: 10:00 am (SGT)

Date: Friday, 19 December 2025

  • Place: Meeting Room 324, Level 3, Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593

and

Virtually through a webinar conferencing facility (but online voting will not be provided):

https://events.teams.microsoft.com/event/bbada1d6-5429-41dd-92eba01d3b3a8504@adbc619c-e9c6-4779-809e-528d3867cde3

This Notice contains important information and requires your immediate attention. Please read this Notice carefully and in its entirety. If you do not understand this Notice or are in any in doubt about the action you should take, please consult your professional advisers.

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

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretaries, Timothy Barker on +61 08 9389 3100 or [email protected] and Winton Willesee on +61 08 9389 3100 or [email protected].

IMPORTANT INFORMATION

Contents

Item Page
Notice of Reconvened FY2024 AGM 4
Proxy Appointment, Voting, and Meeting Instructions 5
Glossary 8
Shareholder Proxy Form Attached
CDP Proxy Form Attached

Important Dates

Event Date
Last day for receipt of Proxy Forms 10:00 am (SGT) on Wednesday, 17 December 2025
Snapshot date for eligibility to vote
Registered Shareholders 4:00 pm (SGT) on Wednesday, 17 December 2025
Shares of the Company entered in the 10:00 am (SGT) on Tuesday, 16 December 2025
Depository Register Held by CDP
Reconvened
FY2024
Annual
10:00 am (SGT) on Friday, 19 December 2025
General Meeting

No investment advice

The information contained in this Notice does not constitute financial product advice and has been prepared without reference to your particular financial or investment objectives, financial situation, taxation positions and needs.

It is important that you read this Notice in its entirety before making any decision on how to vote on the Item of Business.

If you do not understand this Notice or are in any in doubt about the action you should take, please consult your professional advisers.

Defined terms and glossary

Capitalised terms and abbreviations used in this Notice are defined in the Glossary.

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Enquiries

Shareholders are requested to contact Company Secretaries, Timothy Barker on +61 08 9389 3100 or [email protected] and Winton Willesee on +61 08 9389 3100 or [email protected] if they have any queries in respect of the matters set out in this Notice.

This document has been reviewed by the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the “ Sponsor ”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “ Exchange ”) and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Ms Foo Jien Jieng, 16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318, [email protected]

Page | 3

BUSINESS OF THE MEETING

As noted during the AGM on 28 March 2025, the Chairperson exercised discretion to adjourn one item of business, being the consideration of the annual financial report, Directors’ report and Auditor’s report of the Company for the financial year ended 30 June 2024, as contained in the Company’s Annual Report, as the Company's Annual Report was not finalised by the date of the AGM (i.e. 28 March 2025).

Details of the adjourned Item of Business (as defined in the Company’s Annual Report 30 June 2024) are included in the Notice of AGM that was announced on 28 February 2025, available on the SGX-ST Announcements Platform (https://links.sgx.com/1.0.0/corporateannouncements/BMK5RDIK2015WG0O/835006_Notice%20of%20Annual%20General%20Mee ting%20Alita%20Resources%20Ltd.pdf).

For ease of reference, the Item of Business that was adjourned is as follows:

“Subject to the Company’s Annual Report being finalised, receive and consider the annual financial report, Directors’ report and Auditor’s report of the Company for the financial year ended 30 June 2024, as contained in the Company’s Annual Report.”

Shareholders and proxy holders can participate in the Meeting online as per the Notice instructions or in person at Meeting Room 324, Level 3, Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593

Resolutions 1, 2, 3 and 4, were carried at the 28 March 2025 meeting, and the results of these resolutions were announced to SGX-ST (https://links.sgx.com/1.0.0/corporateannouncements/Q9OGZHJMJYG2RD2N/838343_250328%20Alita%20SGX%20Announcemen t%20AGM%20voting%20results%20FINAL.pdf).

Shareholders may vote on this Item of Business at the Meeting in person or by proxy.

Shareholders wishing to submit proxy instructions for this Item of Business are now able to do so until 10:00 am (SGT) on Wednesday, 17 December 2025.

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MEETING AND VOTING INFORMATION

Time and place of Meeting

Notice is hereby given that the reconvened 2024 annual general meeting of Shareholders of Alita Resources Limited (ACN 147 393 735) ( Company ) will be held at 10:00am (SGT) on Friday, 19 December 2025 at Meeting Room 324, Level 3, Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593 ( Meeting ).

This Notice should be read in its entirety together with the Explanatory Statement included in the Notice of AGM. If you are on any doubt about the action you should take, please consult your professional advisor immediately and before voting.

Voting eligibility

The Directors have determined pursuant to the Constitution and Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to attend and vote at the Meeting are those who are registered Shareholders at 4:00pm (WST and SGT) on Wednesday, 17 December 2025 or Depositors who have Shares of the Company entered against their name in the Depository Register held by CDP as at 10:00 am (SGT) on Tuesday, 16 December 2025 . A Depositor shall not be entitled to attend and vote at the Meeting unless they are shown to have Shares of the Company entered against their name in the Depository Register as at 72 hours before the time appointed for holding the Meeting, as certified by CDP to the Company.

Participation

Shareholders may attend and participate in the Meeting in person at the time, date and place set out above.

In addition, Shareholders may attend and participate in the Meeting virtually through a webinar conferencing facility using the following website address:

https://events.teams.microsoft.com/event/bbada1d6-5429-41dd-92eba01d3b3a8504@adbc619c-e9c6-4779-809e-528d3867cde3

However, please note that Shareholders who participate in the Meeting virtually will not be able to vote on the Item of Business unless they appoint a proxy to attend and vote at the Meeting on their behalf by submitting a duly completed Proxy Form in accordance with the instructions set out in the relevant Proxy Form.

Shareholders may ask questions through the webinar conferencing facility.

Proxy Form

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) must be returned by 10:00 am (SGT) on Wednesday, 17 December 2025 and in accordance with the instructions set out in the relevant Proxy Form. A Proxy Form received after that time will not be valid.

Appointment of a proxy

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.

Where a Shareholder is the Depository, it may appoint more than two proxies to attend and vote at the Meeting and each proxy will be entitled to exercise the same powers on behalf of the Depository as the Depository could exercise.

Page | 5

The Company encourages Shareholders to appoint the Chairperson as your proxy. To do so, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson, please write the name of that person in the space provided on the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairperson will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, you must state on the Proxy Form (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the percentage of your voting rights is not specified on both Proxy Forms, the proxy whose name appears first shall be deemed to carry 100 per cent of your voting rights and the proxy whose name appears second shall be deemed to be nominated in the alternate. Fractions of votes will be disregarded.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

  • two directors of the company;

  • a director and a company secretary of the company; or

  • for a proprietary company that has a sole director who is also the sole company secretary, that director.

Corporate representatives

A body corporate may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a duly executed certificate of appointment of the corporate representative. The certificate of appointment must be lodged with the Company and/or the Company’s share registry before the Meeting or at the registration desk on the day of the Meeting.

Where a Shareholder is the Depository (or its nominee, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at the Meeting, provided that the authorisation specifies the number and class of Shares in respect of which each representative is so authorised.

Votes on Item of Business

You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’, or ‘ABSTAIN’ box opposite the Item of Business. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Item of Business by inserting the percentage or number of Shares you wish to vote in the appropriate boxes. If you do not mark any of the boxes next to the Item of Business, your proxy may vote as he or she chooses. If you mark more than one box on the Item of Business, your vote will be invalid.

Chairperson voting undirected proxies

If the Chairperson is your proxy, the Chairperson will cast your votes in accordance with your directions on the Proxy Form. If you do not mark any of the boxes on the Item of Business, then you expressly authorise the Chairperson to vote your undirected proxies at his/her discretion.

As at the date of this Notice, the Chairperson intends to vote undirected proxies FOR the Item of Business. In exceptional cases the Chairperson’s intentions may subsequently change. In this event, the Company will immediately make an announcement to the market.

Voting procedure

Voting on the Item of Business at the Meeting will be conducted by way of a poll.

Page | 6

Questions from Shareholders

Questions for the Board of Directors and Auditor in relation to the Item of Business for the Meeting can be submitted to [email protected] and must be received by no later than 4:00 pm (SGT) on Friday, 12 December 2025 .

The Board of Directors and Auditor will endeavour to address substantial and relevant questions by publishing the same on SGX-ST's website at https://www.sgx.com/securities/company-announcements and the Company's website at http://www.alitaresources.com.au/ by 10.00 am (SGT) on Monday, 15 December 2025

Where substantially similar questions are received, such questions will be consolidated and consequently not all questions may be individually addressed.

The Chairperson will allow a reasonable opportunity at the Meeting for Shareholders to ask questions or make comments on the management and performance of the Company.

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Schedule 1 Glossary

In this document the following definitions apply:

$ means Australian dollars.
Annual Report means the annual report in respect of FY2024.
Auditor means the external auditor of the Company, Ernst & Young LLP.
Board means the board of directors of the Company.
CDP means the Central Depository (Pte) Limited.
Chairperson means the person chairing the Meeting.
Company means Alita Resources Limited ACN 147 393 735.
Corporations Act means the_Corporations Act 2001_(Cth).
Depositor means a person who has an account directory with the Depository
and not through a depository agent or a depository agent (being
an entity registered as a “depository agent” with the Depository for
the purpose of maintaining securities sub-accounts for its own
account and for the account of others).
Depository means a depository which operates a system for the deposit and
custody of securities or which permits or facilitates the settlement
of securities transactions or dealings in securities without the
physical delivery of scrips which includes CDP.
Depository Register means a register maintained by the Depository in respect of book-
entry securities.
Directors means the directors of the Company.
Explanatory means the explanatory statement accompanying the Notice of
Statement AGM.
FY2024 means the financial year ended 30 June 2024.
Item of Business means the item of business set out in the Notice of AGM and
replicated on page 4 of this Notice.
Notice means this notice dated 21 November 2025 of reconvened
meeting including the Proxy Form.
Notice of AGM means the notice of FY2024 annual general meeting including the
Explanatory Statement and the Proxy Form dated28 February
2025

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Proxy Form means the Shareholder proxy form and CDP proxy form
accompanying this Notice, and either one of them as the context
may require.
Reconvened means the FY2024 annual general meeting reconvened by this
FY2024 AGMor Notice
Meeting
Resolutions means the resolutions considered by Shareholders at the FY2024
AGM on 28 March 2025, as set out in the Notice of AGM, or any
one of them, as the context requires.
SGT means Singapore Standard Time as observed in Singapore.
SGX-ST means Singapore Exchange Securities Trading Limited.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means persons who are registered holders of Shares in the
register of members of the Company except where the registered
holder is CDP, then the term “Shareholders” will, where the context
admits, mean the Depositors in the Depository Register
maintained by CDP and into whose accounts those Shares are
credited.
Share Registry means Computershare Investor Services Pty Ltd in Australia and
Boardroom Corporate & Advisory Services Pte Ltd in Singapore.

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