Altona Rare Earths Plc

Pre-Annual General Meeting Information • Oct 29, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares in the Company, or will have sold or transferred all of your Ordinary Shares prior to the Annual General Meeting of the Company to be held at 10.00 a.m. on Wednesday 26th November 2025, please send this document and accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only some of your Ordinary Shares you should retain this document and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

ALTONA RARE EARTH PLC

(Registered in England and Wales with registered number 05350512)

Notice of Annual General Meeting

Notice is hereby given of the Annual General Meeting (AGM) of Altona Rare Earths Plc, to be held at the registered office of the Company at Eccleston Place, 25 Eccleston Yards, London, SW1W 9NF, on Wednesday 26th November at 10.00 a.m. for the purposes of considering and, if thought fit, passing resolutions 1 – 5 as ordinary resolutions and resolution 6 as a special resolution.

If you cannot attend the meeting, shareholders are able to follow the proceedings of the AGM as the Company will also provide access online via the Investor Meet Company platform. However, please note that shareholders will not be able to vote online at the AGM via the platform and are therefore requested to submit their votes via proxy, as early as possible. Shareholders are invited to submit any questions for the Board to consider. Questions can be pre submitted ahead of the AGM via the Investor Meet Company platform up until 9am the day before the AGM or submitted at any time during the AGM itself.

Shareholders that cannot attend the AGM but wish to follow the proceedings remotely should register for the event in advance by using the following link:

https://www.investormeetcompany.com/altona-rare-earths-plc/register-investor

You can register your vote(s) for the Annual General Meeting either:

• by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions;
• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the Form of Proxy accompanying this notice; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 6 to the Form of Proxy below.

In order for a proxy appointment to be valid the Form of Proxy must be received by Share Registrars Limited in the form noted above, or made within CREST by 10:00 a.m. on Monday 24th November 2025.

The completion and depositing of a Form of Proxy will not preclude a shareholder from attending and voting in person at the AGM, or following the proceedings on the Investor Meet Company platform, as provided above.

The Articles of Association of the Company and existing permissions allow communications to Shareholders in electronic form and, in addition, they permit the Company to take advantage of provisions relating to website communications. The Company will be supplying the audited financial statements of the Company to you via our website www.altonaRE.com.

Ordinary Resolutions

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

• 1. To receive and adopt the Company's annual accounts for the financial year ended 30 June 2025, together with the directors' report and the independent auditor's report on those accounts.
• 1. To re-elect as a director of the Company Harvey Sinclair, who, having been appointed during the period, is retiring in accordance with the Articles of Association of the Company and, being eligible, offers himself for re-election.
• 1. To re-elect as a director of the Company Louise Adrian, who retires by rotation under the Articles of Association of the Company and, being eligible, offers herself for re-election.
• 1. To re-appoint PKF Littlejohn LLP as auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting, at which annual accounts are laid before the Company and to authorise the Directors to determine their remuneration.
• 1. That, in substitution for existing authorities, the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £1.5 million.

The authority referred to in this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution. The Company may, at any time prior to the expiry of the authority, make an offer or agreement which would or might require equity securities to be allotted after the expiry of the authority and the Directors are hereby authorised to allot equity securities in pursuance of such offer or agreement as if the authority had not expired.

Special Resolution

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

• 1. That, in substitution for existing authorities, the Directors, pursuant to Section 570 of the Act, be empowered to allot new Ordinary Shares of 1p each in the capital of the Company pursuant to the authority conferred by ordinary resolution 5 as if Section 561 of the Act did not apply to any such allotment provided that this power shall be limited to:
• (i) the allotment of equity securities where such securities have been offered (whether by way of a rights issue, open offer or otherwise) to the holders of Ordinary Shares in the capital of the Company in proportion (as nearly as may be) to their holdings of such Ordinary Shares but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with equity securities representing fractional entitlements and with legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory; and,
• (ii) the allotment, other than pursuant to (i) above, of equity securities:
• (A) arising from the exercise of options and warrants outstanding at the date of this resolution; and
• (B) other than pursuant to paragraphs 6(i) and 6(ii)(A) of this resolution, up to an aggregate nominal value of £1.5 million,

and this power shall, unless previously revoked or varied by special resolution of the Company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution. The Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors are hereby empowered to allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.

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BY ORDER OF THE BOARD OF DIRECTORS

Louise Adrian CHIEF FINANCE OFFICER AND DIRECTOR

By Order of the Board 27th October 2025

Registered office:

Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF

Notes to the Resolutions

• 1. Resolution 1 Shareholders will be asked to receive and adopt the audited financial statements of the Company for the year ended 30 June 2025 and the Directors' Report and Auditors' Report on those accounts.
• 1. Resolution 2 Article 125 of the Company's Articles of Association require that any director of the Company who has been appointed since the last Annual General Meeting, Harvey Sinclair, will stand for re-election at the Annual General Meeting.
• 1. Resolution 3 Article 125 of the Company's Articles of Association require that one third of the directors of the Company who have held office since the last Annual General Meeting, Louise Adrian, will stand for reelection at the Annual General Meeting.
• 1. Resolution 4 Shareholders will be asked to reappoint PKF Littlejohn LLP as the Company's statutory auditor. In line with requirements under the Companies Act, the Audit Committee will continue to review the terms of the auditors' appointment to ensure they deliver high-quality services and represent good value for money.
• 1. Resolution 5 As required by the Act, this resolution, to be proposed as an Ordinary Resolution, relates to the grant to the Directors of authority to allot unissued Ordinary Shares until the conclusion of the Annual General Meeting to be held in 2026, unless the authority is renewed or revoked prior to such time. If approved, this authority is limited to a maximum of 150,000,000 Ordinary Shares being 51.4% of the current issued share capital of the Company. This will include the 50,130,000 2 pence warrants issued on 23rd August 2025.
• Directors' Intention Regarding this Authority: The Directors intend to only exercise this authority in line with the Company's contracted obligations, specifically to issue shares to the holders of the 2 pence warrants and for the acquisition of exploration licenses as part of the Company's strategic growth initiatives already announced. Beyond these obligations, the Directors have no present intention to use this authority but may do so if an opportunity arises that they believe is in the best interests of the Company and its shareholders.
• 6. Resolution 6 The Act requires that if the Directors decide to allot unissued Ordinary Shares in the Company the shares proposed to be issued be first offered to existing shareholders in proportion to their existing holdings. This is known as shareholders' pre-emption rights. However, to act in the best interests of the Company the Directors may require flexibility to allot shares for cash without regard to the provisions of Section 561(1) of the Act. Therefore, this resolution, to be proposed as a Special Resolution, seeks authority to enable the Directors to allot equity securities up to a maximum of 150,000,000 Ordinary Shares being 51.4% of the current issued share capital of the Company. This authority expires at the conclusion of the Annual General Meeting to be held in 2026. Pursuant to section 571 Companies Act 2006, the Directors recommend the passing of this resolution – the amount to be received by the Company if this authority is used will depend on the number of Ordinary Shares issued and the price(s) at which they are issued.

Notes to the Notice of General Meeting

Entitlement to attend and vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the Meeting shall be entitled to attend and vote at the Meeting.

Appointment of proxies

• 1. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy which, we recommend is the Chairman of the Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
• 1. Details of how to appoint the Chairman of the Meeting as your proxy using the proxy form are set out in the notes to the proxy form.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of proxy using hard copy proxy form or appointment on line

1. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:

completed and signed; sent or delivered to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX; and received by Share Registrars Limited no later than 48 hours (excluding any part of a day which is not a working day) prior to the Meeting; or made by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions no later than 48 hours (excluding any part of a day which is not a working day) prior to the Meeting. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

1. In the case of joint holders, where more than one of the joint-holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hardcopy proxy form, please contact Share Registrars Limited on 01252 821 390.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

1. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:

By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, the revocation notice must be received by Share Registrars Limited no later than 48 hours (excluding any part of a day which is not a working day) prior to the Meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Issued shares and total voting rights

1. As at the date of this Notice, the Company's issued ordinary share capital comprised 291,864,306ordinary shares of 1p each. The Company has deferred shares in issue which do not carry a right to vote. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights exercisable as at the date of this Notice is 291,864,306.

Communications with the Company

1. Except as provided above, members who have general queries about the Meeting should telephone Louise Adrian on 07721 492 922 or email her at la@altonaRE.com (no other methods of communication will be accepted).

ALTONA RARE EARTHS PLC

Incorporated and registered in England and Wales with Registered No. 05350512

You can register your vote(s) online for the Annual General Meeting ('AGM") at www.shareregistrars.uk.com Click on the "Proxy Vote" button and then follow the on-screen instructions

User Name Access Code

Please note that you must submit your vote by 10:00 am on Monday 24th November 2025 000000 000000

Shareholder Name [A/C Designation]
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Post Code

FORM OF PROXY

of the meeting or

Date

For use at the AGM to be held at the Company's registered offices, at Eccleston Place, 25 Eccleston Yards, London, SW1W 9NF on Wednesday 26th November 2025 at 10:00 am.

I/We being a member of Altona Rare Earths Plc (the 'Company') and entitled to vote at the AGM hereby appoint the Chairman

as my/our proxy to vote for me/us and on my/our behalf in the manner indicated below at the AGM of the Company to be

held at the Company's registered offices, at Eccleston Place, 25 Eccleston Yards, London, SW1W 9NF Investor Meet Company Platform on Wednesday 26th November 2025 at 10:00 am		and at any adjournment thereof.	and virtually on the
Please indicate with an X in the appropriate space opposite each resolution how you wish your vote to be cast.
ORDINARY RESOLUTIONS	For	Against	Vote Withheld
1.To receive and adopt the financial report of the Company, together with the directors' report and the auditors' report for the year ended 30 June 2025.
2. To re-elect as a director of the Company Harvey Sinclair, who, having been appointed during the period, is retiring in accordance with the Articles of Association of the Company and, being eligible, offers himself for re-election.
3. To re-elect as a director of the Company Louise Adrian, who retires by rotation under the Articles of Association of the Company and, being eligible, offers herself for re-election.
4. To re-appoint PKF LITTLEJOHN LLP as auditors of the Company, to act until the conclusion of the next AGM, and to authorise the Directors to determine their remuneration.
5. To authorise the Directors to allot equity securities up to a maximum aggregate nominal value of £1.5 million.
SPECIAL RESOLUTIONS 6. To dis-apply pre-emption rights in respect of the ordinary shares authorised to
be allotted pursuant to resolution 5.
Enter number of shares in relation to which your proxy is authorised to vote or leave it blank to authorise your proxy to act in relation to your entire holding Please also tick this box if you are appointing more than one proxy
Signature(s)

There is no need to return this form if you have voted online.

no later than 10:00 am on Monday 24th November 2025.

Please return this form to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX to arrive

Notes to the Form of Proxy

• 1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the Meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to attend and vote on his/her behalf.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the registrars of the Company, Share Registrars Limited, on 01252 821 390.
• 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please insert his/her name and delete "the Chairman of the Meeting or".
• 1. Please indicate how you wish your proxy to vote by marking an 'x' in the appropriate box. Unless otherwise instructed, the person appointed a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution as he/she thinks fit.
• 1. A corporation must seal this Form of Proxy or have it signed by an officer or attorney or other person authorised to sign on its behalf. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with this Proxy Form.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual.

CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCO Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent 7RA36 by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of CREST by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, members will be entitled to attend and vote at the Meeting if they are registered on the Company's register of members 48 hours before the time appointed for the meeting or any adjournment thereof.
• 1. To be valid, this Form of Proxy must reach Share Registrars Limited, 3 Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, by post not later than 48 hours (excluding non-business days) before the time of the Meeting. Lodgement of a Form of Proxy does not preclude a member from attending the Meeting and voting in person.