ASX Announcement

ASX: AKM | 29 APRIL 2026

ASPIRE

Notice of 2026 Annual General Meeting and related Documents

Aspire Mining Limited (ASX: AKM, the Company or Aspire) attaches the following documents in relation to its 2026 Annual General Meeting:

A Letter to Shareholders regarding arrangements for the Annual General Meeting as dispatched to Shareholders in lieu of the Notice of Annual General Meeting (Notice of Meeting);
Notice of Meeting; and
Proxy Form.

The Company advises that the Letter to Shareholders, Notice of Meeting and Proxy Form is being dispatched to Shareholders today.

– Ends –

This announcement was authorised for release to the ASX by the Board of Directors.

For Enquiries:

Sam Bowles | Chief Executive Officer
[email protected]

Dannika Warburton | Investor & Media Relations:
[email protected]

Phone:

+61 2 8072 1400 (Registered Office)
+97 6 7011 6828 (Mongolia Office)
+61 2 8072 1400 (Share Registry)

Follow Aspire Mining Limited:

Email Alerts:

https://aspirelimited.com/contact/email-alerts/

LinkedIn:

https://www.linkedin.com/company/aspire-limited/

Aspire Mining Limited

ABN: 46 122 417 243

Level 15, 126 – 130 Phillip

Street, Sydney NSW 2000

T +61 2 8072 1400

E [email protected]

aspirelimited.com ASX: AKM

ASPIRE

About Aspire

Aspire Mining Limited (ASX: AKM) is developing premium coking coal deposits in an environmentally sensitive manner to support global sustainable development, deliver shared prosperity to local host communities and long-term growth for our shareholders.

Aspire's assets include the Ovoot Coking Coal Project (100%) and Nuurstei Coking Coal Project (90%) – both assets are strategically located proximal to end markets in Khuvsgul aimag (province) of northwestern Mongolia.

The Ovoot Coking Coal Project (Ovoot) is world-class in terms of scale, product quality, and project economics. With all major approvals in place, Aspire is now on a pathway to production with the view to deliver a highly sought after 'fat' coking coal, classified within the highest category of coking coals, to customers in China and other end markets with sustained supply constraints.

Aspire's transformational projects make the company uniquely positioned to deliver value and build a sustainable future in Mongolia. Aspire is dedicated to mining excellence and is deeply committed to operating in a responsible manner that prioritises the well-being and advancement of our host communities. Our operations will see the construction of a new highway for public use and the creation of significant employment opportunities.

The Company is led by a proven team with deep Mongolian mining and logistics experience and benefits from strategic alliances with key stakeholders as well as substantial support from Mongolian investors.

For further information, please visit: aspirelimited.com

aspirelimited.com

ASX: AKM

ASPIRE

Forward-Looking Statements

This report may contain forward-looking information which is based on the assumptions, estimates, analysis, and opinions of management and engaged consultants made in light of experience and perception of trends, current conditions and expected developments, as well as other factors believed to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.

Assumptions have been made by the Company regarding, among other things: the price of coking coal, the timely receipt of required governmental approvals, the accuracy of capital and operating cost estimates, the completion of feasibility studies on its exploration and development activities, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used by the Company.

Although management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate.

Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of coking coal, the actual results of current exploration, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. Readers should not place undue reliance on forward-looking information.

aspirelimited.com

ASX: AKM

ASX Announcement

ASX: AKM | 29 APRIL 2026

ASPIRE

All Registry communications to:
Automic Group GPO Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX Code: AKM
Email: [email protected]

29 April 2026

Upcoming Annual General Meeting of Shareholders

Dear Shareholder,

ASPIRE MINING LIMITED ACN 122 417 243 (ASX: AKM or “the Company”), advises the 2026 Annual General Meeting will be held on Thursday, 28 May 2026 at 2:00PM (AEST) as a virtual meeting (Meeting).

Notice of Meeting

The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://aspirelimited.com/ or the Company’s ASX market announcements platform at www.asx.com.au (ASX: AKM).

In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.

Voting by Proxy

Online
scan the QR code
below using your
smartphone

Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions:
1. Login to the Automic website using the holding details as shown on your holding statement.
2. Click on ‘Meetings’ - ‘Vote’.

To use the online lodgment facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding statement.

For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at [email protected] or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Shareholder queries in relation to the Meeting

Shareholders can contact the Company Secretary with any questions prior to the meeting via email at [email protected].

Copies of all Meeting related material, including the Notice and the Company’s Annual Report, are available to download from the Company’s website and the Company’s ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.

Authorised for ASX release by the Company Secretary.

Aspire Mining Limited
ABN: 46 122 417 243
Level 15, 126 – 130 Phillip
Street, Sydney NSW 2000
T +61 2 8072 1400
E [email protected]
aspirelimited.com ASX: AKM

Aspire Mining Limited
Level 5, 126-130 Phillip Street,
Sydney, NSW 2000
ACN: 122 417 243
https://aspirelimited.com/
ASPIRE

Aspire Mining Limited

Notice of 2026 Annual General Meeting

Explanatory Statement | Proxy Form

Thursday, 28 May 2026
2:00PM (AEST)
Virtual Meeting

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Venue and Voting Information 2
Notice of Annual General Meeting – Agenda and Resolutions 6
Notice of Annual General Meeting – Explanatory Statement 12
Glossary 24
Appendix A – Summary of Performance Rights Plan 26
Proxy Form Attached

Important Information for Shareholders about the Company's 2026 AGM

This Notice is given based on circumstances as at 29 April 2026. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company's website at https://aspirelimited.com/. Shareholders are urged to monitor the ASX announcements platform and the Company's website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2:00 pm (AEST) on Thursday, 28 May 2026 as a virtual meeting. To be able to hold this Meeting using virtual meeting technology only, as permitted by the Company's Constitution, the Company is relying upon s249R(c) of the Corporations Act.

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

An account can be created via the following link investor.automic.com.au and then clicking on "register" and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

Open your internet browser and go to investor.automic.com.au
Login with your username and password or click "register" if you haven't already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.
After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on "Register" when this appears. Alternatively, click on "Meetings" on the left-hand menu bar to join the meeting.
Click on "Join Meeting" and follow the prompts on screen to register and vote.

Shareholders will be able to vote (see the "Voting virtually at the Meeting" section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to the Company Secretary at [email protected] at least 48 hours before the AGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM can do so by logging into the Automic shareholder portal.

Open your internet browser and go to investor.automic.com.au
Login using your username and password. If you do not already have an account, click "Register" and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform.
After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click "Register". Alternatively, select Meetings from the left-hand menu.
Click on "Join Meeting" and follow the prompts.
When the Chair of the Meeting declares the poll open, select the "Voting" dropdown menu on the right-hand side of your screen.
Select either the "Full" or "Allocate" option to access your electronic voting card.
Follow the prompts to record your voting direction for each resolution and click "Submit votes". For allocated votes, the number of votes submitted must not exceed your remaining available units. Important: Votes cannot be amended once submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

It is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online

Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

	For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual-agms/ (NTD: If the user guides are going to be included in the mailing this sentence can be removed)
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: [email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Other Information

Poll voting

The Chair will call a poll for all resolutions set out in this Notice. Please refer to the explanatory notes for further information on the proposed resolutions and applicable voting exclusions.

Electronic copies

The Company believes that the best way for shareholders to receive meeting documentation, annual reports and other information on Company matters is electronically. To review or update your current communication preference, simply log on to our share registry's website at investor.automic.com.au and select the "Communications" tab. You will need your portfolio login details or your SRN or HIN.

Locating your SRN or HIN

Your SRN or HIN can be found on your Voting Form. If you require further assistance with locating your SRN or HIN, you are encouraged to contact Automic Registry Services or your broker as soon as possible, and well in advance of the AGM.

Update your details

To update information about your shareholding go to the Automic Investor Centre at investor.automic.com.au.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Technical Difficulties

Technical difficulties may arise during the course of the AGM. The Chairman of the AGM has discretion as to whether and how the meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chairman of the AGM considers it appropriate, the Chairman may continue to hold the meeting and transact business at the physical venue, including conducting a poll and voting in accordance with valid proxy instructions.

Please note that the inability of one or more shareholders, proxies or corporate representatives to access the physical meeting as a result of travel disruption, including strike action, or for any other reason, will not affect the validity of the meeting.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Aspire Mining Limited ACN 122 417 243 will be held at 2:00 pm (AEST) on Thursday, 28 May 2026 as a virtual meeting (Meeting).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00pm (AEST) on Tuesday, 26 May 2026.

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

Agenda

Ordinary business

Financial statements and reports

"To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report for that financial year."

Note: This item of ordinary business is for discussion only and is not a resolution.

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 31 December 2025."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company's key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person's Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
(b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote "against", or to abstain from voting on, this Resolution.

Election of Directors

2. Resolution 2 – Election of Ms Zoljargal Dashnyam as a Director

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

"That Ms Zoljargal Dashnyam, a Director appointed as an additional Director and holding office until the next general meeting of the Company after her appointment in accordance with the Company's Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately."

3. Resolution 3 – Election of Mr Gregory James Millen as a Director

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

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

"That Mr Gregory James Millen, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company's Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately."

Issue of Performance Rights to Non-Executive Directors of the Company

4. Resolution 4 – Approval of Issue of Performance Rights to Ms Zoljargal Dashnyam, Non-Executive Director of the Company

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, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 500,000 Performance Rights under the Performance Rights Plan to Ms Zoljargal Dashnyam, Non-Executive Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

(a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Performance Rights Plan; or
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 4 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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
the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: 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 Resolution 4 if:

(a) the proxy is either:

(i) a member of the Company's Key Management Personnel; or
(ii) a closely related party of a member of the Company's Key Management Personnel; and

(b) the appointment does not specify the way the proxy is to vote on the resolution.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

However, the above prohibition does not apply if:
(i) the proxy is the Chair of the Meeting; and
(ii) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company's Key Management Personnel.

5. Resolution 5 – Approval of Issue of Performance Rights to Mr Gregory James Millen, Non-Executive Director of the Company

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, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 500,000 Performance Rights under the Performance Rights Plan to Mr Gregory James Millen, Non-Executive Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

(a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Performance Rights Plan; or
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 5 by:

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
the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: 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 Resolution 5 if:

(a) the proxy is either:
(i) a member of the Company's Key Management Personnel; or
(ii) a closely related party of a member of the Company's Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(i) the proxy is the Chair of the Meeting; and
(ii) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company's Key Management Personnel.

ASX Listing Rule 7.1A (Additional 10% Capacity)

6. Resolution 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

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

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

(a) a 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
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 6 by:

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

7. Resolution 7 - Renewal of Proportional Takeover Provisions

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

"That, for the purposes of section 648G of the Corporations Act 2001 (Cth) and for all other purposes, Shareholders approve the renewal of the proportional takeover provisions in the form contained in Schedule 2 of the Constitution of the Company, effective immediately."

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

BY ORDER OF THE BOARD

Ms Emily Austin
Company Secretary

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2:00 pm (AEST) on Thursday, 28 May 2026 as a virtual meeting.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Director's Report, the Remuneration Report and the Auditor's Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company's Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company's Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://aspirelimited.com/.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company's auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

Conduct of the audit;
Preparation and content of the Auditor's Report;
Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report of the Company's auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Please note that all written questions must be received at least five business days before the Meeting, which is by Thursday, 21 May 2026.

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company's Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company's Annual Financial Report and is also available on the Company's website at https://aspirelimited.com/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2027 Annual General Meeting (2027 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the 2027 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2027 AGM. All of the Directors who were in office when the 2027 Directors' Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting.

The Remuneration Report explains the Board's policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair's stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Election of Directors

Resolution 2 – Election of Ms Zoljargal Dashnyam as Director

The Company's Constitution Clause 13.4 provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for re-election.

ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company.

Ms Zoljargal Dashnyam was appointed as an additional Director of the Company on 15 September 2025 and has since served as a Director of the Company.

Under this Resolution, Ms Dashnyam seeks election as a Director of the Company at this AGM.

Ms Zoljargal Dashnyam is a highly accomplished lawyer and finance professional with more than 20 years' experience across corporate law, banking, energy, mineral projects, and ESG in Mongolia and internationally. She is the Founder and Partner of Dashnyam Partners LLC and has held senior legal and finance roles with leading institutions in Mongolia and abroad, including serving as Senior Counsel with the Green Climate Fund in South Korea. Ms Dashnyam has been consistently recognised by Chambers and Partners, Legal 500, IFLR, and Asia Law as one of Mongolia's leading legal advisors. She holds an LL.M from Harvard Law School, an MBA in Finance from Oklahoma City University (Honours), and a Bachelor of International Law from the National University of Mongolia (High Honours). Her expertise in corporate law, project finance, capital markets, and ESG brings valuable legal and financial insight to Aspire Mining's Board as the Company advances development of the Ovoot Coking Coal Project.

The Board, having assessed Ms Dashnyam associations and experience, has determined that she is an independent Director.

Directors' recommendation

The Directors (excluding Ms Dashnyam) recommend that Shareholders vote for this Resolution.

Resolution 3 – Election of Mr Gregory James Millen as Director

Mr Gregory James Millen was appointed as an additional Director of the Company on 4 August 2025 and has since served as a Director of the Company.

Under this Resolution, Mr Millen seeks election as a Director of the Company at this AGM.

Mr Millen is a seasoned engineering and project delivery executive with over 30 years' experience across mining, energy, infrastructure and water. He is the Founding Managing Director of Karli Holdings Pty Ltd, a diversified group with operations across Australia, Europe, Asia and North America. His portfolio includes Wave International, which he co-founded in 1999 and though which

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

he has prior experience with Mongolian projects, and The Right Water Company which through joint venture with Traditional Owners is delivering large-scale, First Nations-led water infrastructure. Mr Millen brings deep experience delivering multidisciplinary infrastructure programs, particularly across battery minerals, bulk commodities, and water. His integrated approach combines strategic advisory, feasibility studies, project execution and operational readiness, and is complemented by extensive stakeholder engagement across diverse regulatory and cultural contexts, including collaboration with First Nations communities.

The Board, having assessed Mr Millen's associations and experience, has determined that he is an independent Director.

Directors' recommendation

The Directors (excluding Mr Millen) recommend that Shareholders vote for this Resolution.

Resolution 4 and 5 – Approval for the Issue of Performance Rights to Related Parties, Ms Zoljargal Dashnyam and Mr Gregory James Millen, Directors of the Company

Background

The Company's Performance Rights Plan was approved by Shareholders of the Company at the AGM on 29 May 2025.

The Company seeks to invite Ms Zoljargal Dashnyam and Mr Gregory James Millen, subject to Shareholder approval that is sought under the Resolutions 4 and 5 (inclusive), to participate in the Performance Rights Plan (the Plan) by subscribing for an aggregate of 1,000,000 Performance Rights under the Performance Rights Plan:

500,000 Performance Rights to Ms Zoljargal Dashnyam (and/or her nominees(s)), pursuant to Resolution 4; and
500,000 Performance Rights to Mr Gregory James Millen (and/or his nominees(s)), pursuant to Resolution 5.

Director and Related Party Approvals

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire securities under an employee incentive scheme unless it obtains the approval of its shareholders:

(a) a director of the Company;
(b) an associate of a director of the Company; or
(c) a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders.

As Ms Zoljargal Dashnyam and Mr Gregory James Millen are Non-Executive Directors of the Company, the proposed issue of Performance Rights constitutes the acquisition of securities under Performance Rights Plan for the purposes of Listing Rule 10.14 and therefore requires the approval of the Company's shareholders under Listing Rule 10.14.

To this end, these Resolutions seek the required Shareholder approval to issue the Performance Rights to Ms Zoljargal Dashnyam and Mr Gregory James Millen under and for the purposes of Listing Rule 10.14.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

If approval is obtained under Listing Rule 10.14, in accordance with Listing Rule 10.12 (exception 8), separate approval is not required under Listing Rule 10.11.

If Resolutions 4 and 5 (inclusive) are passed, the Company will be able to proceed with the proposed issue of Performance Rights with the vesting conditions which are:

(a) obtaining full financing requirements for the Ovoot Coking Coking Coal Project (50% of share allocation); and
(b) Achieving first coal production from the Ovoot Coking Coal Project (remaining 50% of share allocation).

If Resolutions 4 and 5 (inclusive) are not passed, the Company will not be able to proceed with the proposed issue of Performance Rights to Ms Zoljargal Dashnyam and Mr Gregory James Millen and the Company may need to find an alternative cash form of remuneration and incentive.

Chapter 2E of the Corporations Act

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

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

The proposed issue of Performance Rights constitutes the giving of a financial benefit.

A "related party" for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of "related party" also includes a person whom there is reasonable grounds to believe will become a "related party" of a public company.

The non-conflicted Directors of the Company (being Michael Avery, Achit-Erdene Darambazar and Boldbaatar Bat-Amgalan) carefully considered the issue of these Performance Rights to Ms Zoljargal Dashnyam and to Mr Gregory James Millen, and formed the view that the giving of this financial benefit as part of their remuneration would be reasonable, given the circumstances of the Company, the quantum and terms of the Performance Rights, and the responsibilities held by Ms Zoljargal Dashnyam and Mr Gregory James Millen in the Company respectively.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Performance Rights to Ms Zoljargal Dashnyam and Mr Gregory James Millen fall within the "reasonable remuneration" exception as set out in section 211 of the Corporations Act, and relies on this exception for the purposes of this Resolution. Therefore, the proposed issue of Performance Rights to Ms Zoljargal Dashnyam and Mr Gregory James Millen requires Shareholder approval under and for the purposes of Listing Rule 10.14 only.

Information Required by ASX Listing Rule 10.15

The following information in relation to the issue of Performance Rights to Ms Zoljargal Dashnyam (Resolution 4) and Mr Gregory James Millen (Resolution 5) is provided to Shareholders for the purposes of ASX Listing Rule 10.15:

(a) The allottees are:

I. Ms Zoljargal Dashnyam (Resolution 4); and
II. Mr Gregory James Millen (Resolution 5);

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(b) Ms Zoljargal Dashnyam and Mr Gregory James Millen fall within the category set out in Listing Rule 10.14.1 as they are related parties of the Company by virtue of being Directors.

(c) The maximum number of Performance Rights that may be acquired are as follows:
i. Ms Zoljargal Dashnyam: 500,000 Performance Rights (Resolution 4); and
ii. Mr Gregory James Millen: 500,000 Performance Rights (resolution 5).

(d) The current total remuneration package received by each relevant Director is as follows:
i. Ms Zoljargal Dashnyam: A$65,000 per annum (exclusive of superannuation), subject to periodic review by the Board; and
ii. Mr Gregory James Millen: A$65,000 per annum (exclusive of superannuation), subject to periodic review by the Board.

(e) The Company has not issued any securities under the Performance Rights Plan to either of Ms Zoljargal Dashnyam and Mr Gregory James Millen.

(f) The material terms of the Performance Rights are set out in Annexure A.

The Company has chosen this type of security because the Board considers Performance Rights remain the most appropriate form of incentive to directors under the Plan, as it:
- provides appropriate level of reward to directors for achieving certain performance objectives;
- better aligns Company's remuneration structure with that of its market competitors in order to attract, motivate, retain and reward key directors; and
- better aligns the interests of the Company's executives and Directors with shareholders in the medium to long term.

(g) The Performance Rights will be issued within three months from the date of this Meeting, if approved by Shareholders of the Company.

(h) The Performance Rights are being issued for nil consideration pursuant to the terms of the Performance Rights Plan.

(i) Details of any securities issued under the Performance Rights Plan will be published in each annual report of the Company relating to a period which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Performance Rights Plan after the resolution was approved and who were not named in the notice of meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

(j) As the grant date of the performance rights will occur after the service commencement date, the fair value of the rights has been estimated as at the reporting date of 31 December 2025, using the share price on that date of $0.250 per share. In line with AASB 2 Share-based Payment, when the grant date follows the commencement of service, the reporting date may be used as a proxy for estimating fair value, with adjustments made once the actual grant date is determined.

There are no market-based vesting conditions attached to the rights. As such, the grant-date fair value does not incorporate the likelihood of achieving performance or service conditions. Instead, the Company has estimated the number of rights expected to vest based on its assessment of the likelihood of satisfying those conditions, with this estimate revised throughout the vesting period. The total share-based payment expense to be recognised will therefore be based on a fair value of $0.250 per right and an estimated 1,000,000 rights expected to vest, resulting in an estimated value of $250,000.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
17

Directors Recommendation

The Board of Directors (excluding Ms Dashnyam and Mr Millen) recommend that Shareholders vote for Resolution 4 and Resolution 5.

ASX Listing Rule 7.1A

Resolution 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

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

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $111.68 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

(a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

(b) the time and date of the entity's next annual general meeting; and

(c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company's equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

(a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company's existing plans, the Company considers that the funds may be used for the continued execution of the Company's growth strategy, continued expenditure on the Company's current business operations and projects and continued development of the Company's current assets and/or general working capital.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders' economic and voting power in the Company will be diluted.

There is a risk that:

(a) the market price for the Company's equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and
(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company's equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable "A" in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised
		$0.110
50% decrease in
issue price	$0.22
issue prices^{(b)}	$0.440
100% increase in
issue price
“A” is the number of
shares on issue, being
507,636,985 Shares^{(a)}	10% voting
dilution^{(c)}	50,763,698	50,763,698	50,763,698
	Funds raised	$5,584,007	$11,168,014	$22,336,027

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

“A” is a 50% increase in shares on issue, being 761,455,478 Shares	10% voting dilution(c)	76,145,547	76,145,547	76,145,547
	Funds raised	$8,376,010	$16,752,020	$33,504,041
“A” is a 100% increase in shares on issue, being 1,015,273,970 Shares	10% voting dilution(c)	101,527,397	101,527,397	101,527,397
	Funds raised	$11,168,014	$22,336,027	$44,672,055

Notes:

(a) Based on the total number of fully paid ordinary Shares on issue as at 22 April 2026.
(b) Based on the closing price of the Company's Shares on ASX as at 22 April 2026.
(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.
(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder's holding at the date of this Explanatory Statement.
(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company's 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company's allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

(a) the Company's intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;
(b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);
(c) the potential effect on the control of the Company;
(d) the Company's financial position and the likely future capital requirements; and
(e) advice from the Company's corporate or financial advisors.

Based on the Company's historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed.

As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company's obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Issue or agreement to issue equity securities under Listing Rule 7.1A in the 12 months prior to AGM

The Company has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Directors' recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

The Chair intends to exercise all undirected proxies in favour of Resolution 6.

Resolution 7- Renewal of Proportional Takeover Provisions

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, virtually, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

The Company's constitution contains proportional takeover bid approval provisions (Proportional Takeover Provisions) which enable the Company to refuse to register securities acquired under a Proportional Takeover Bid unless a resolution is passed by shareholders in general meeting approving the offer.

Under the Corporations Act, proportional takeover provisions expire after three years from adoption or renewal and may then be renewed. The Proportional Takeover Provisions in the current constitution expired and ceased to apply in 2026.

Resolution 7 seeks the approval of shareholders to modify the constitution by renewing the Proportional Takeover Provisions for three years under section 648G(4) of the Corporations Act.

Statement under the Corporations Act

The Corporations Act requires the Company to provide shareholders with an explanation of the Proportional Takeover Provisions as set out below.

What is a proportional takeover bid?

A proportional off-market takeover bid (Proportional Takeover Bid) is a takeover offer sent to all shareholders but only for a specified portion of each shareholder's securities. Accordingly, if a shareholder accepts in full the offer under a Proportional Takeover Bid, it will dispose of the specified portion of its securities in the Company and retain the balance of the Securities.

Effect of renewal

If renewed and if a Proportional Takeover Bid is made to shareholders of the Company, pursuant to clause 35 of the constitution, the Board of the Company shall convene a meeting of shareholders to vote on a resolution to approve the proportional takeover.

The resolution is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, excluding the bidder and its associates. Where the resolution approving the Proportional Takeover Bid is passed, transfers of securities resulting from accepting the Proportional Takeover Bid are

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

registered provided they otherwise comply with the Corporations Act, the ASX Listing Rules, the ASX Operating Rules and the Company's constitution. If the resolution is rejected, then under the Corporations Act the Proportional Takeover Bid is deemed to be withdrawn.

The directors consider that shareholders should have the opportunity to renew the Proportional Takeover Provisions. Without the Proportional Takeover Provisions applying, a Proportional Takeover Bid for the Company may enable effective control of the Company to be acquired without shareholders having the opportunity to dispose of all of their Securities to the bidder. Shareholders could be at risk of passing control to the bidder without payment of an adequate control premium for all their securities whilst leaving themselves as part of a minority interest in the Company.

Reasons for renewing the provisions

If the provisions do not apply under the constitution, a Proportional Takeover Bid may enable control of the Company to pass without shareholders having the opportunity to sell all of their shares to the bidder. Shareholders may therefore be exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium for their shares. The proposed Proportional Takeover Provisions decrease this risk because they allow shareholders to decide whether a Proportional Takeover Bid is acceptable and should be permitted to proceed.

No knowledge of present acquisition proposals

As at the date of this notice, no director is aware of a proposal by any person to acquire or increase the extent of a substantial interest in the Company.

Potential advantages and disadvantages

The renewal of the Proportional Takeover Provisions will enable the directors to formally ascertain the views of shareholders about a Proportional Takeover Bid. Without these provisions, the directors are dependent upon their perception of the interests and views of shareholders. Other than this advantage, the directors consider that renewal of the Proportional Takeover Provisions has no potential advantages or potential disadvantages for them, as they remain free to make a recommendation on whether a Proportional Takeover Bid should be accepted.

The directors consider that renewing the Proportional Takeover Provisions benefits all shareholders in that they will have an opportunity to consider a Proportional Takeover Bid and then attend or be represented by proxy at a meeting of shareholders called specifically to vote on the proposal. Accordingly, shareholders are able to prevent a Proportional Takeover Bid proceeding if there is sufficient support for the proposition that control of the Company should not be permitted to pass under the Proportional Takeover Bid. Furthermore, knowing the view of shareholders assists each individual shareholder to assess the likely outcome of the Proportional Takeover Bid and whether to accept or reject that bid.

As to the possible disadvantages to shareholders renewing the Proportional Takeover Provisions, potentially, the proposal makes a Proportional Takeover Bid more difficult, and a Proportional Takeover Bid will therefore be discouraged. This may reduce the opportunities which shareholders may have to sell all or some of their Securities at a premium to persons seeking control of the Company and may reduce any takeover speculation element in the Company's share price. The Proportional Takeover Provisions may also be considered an additional restriction on the ability of individual shareholders to deal freely with their Securities.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
22

The directors consider that there are no other advantages or disadvantages for directors or shareholders which arose during the period during which the Proportional Takeover Provisions were in effect, other than those discussed in this section.

On balance, the directors consider that the possible advantages outweigh the possible disadvantages so that the renewal of the Proportional Takeover Provisions is in the interest of shareholders.

Directors' recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

The Chair intends to exercise all undirected proxies in favour of Resolution 7.

Enquiries

Shareholders are asked to contact the Company Secretary on +61 3 7037 9543 if they have any queries in respect of the matters set out in these documents.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
23

Glossary

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2025 Annual Report to Shareholders for the period ended 31 December 2025 as lodged by the Company with ASX on 31 March 2026.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company's members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor's Report means the auditor's report of 31 December 2025 dated 31 March 2026 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependant of the member or of the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Aspire Mining Limited ACN 122 417 243.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors' Report means the report of Directors as included in the Annual Financial Report.

Dollar or “$” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 29 April 2026 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company's KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2027 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2027 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2027 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2027 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
25

Appendix A – Summary of Performance Rights Plan

The full terms of the Performance Rights Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Performance Rights Plan is set out below.

Acquisition Price	The price at which the Company offers to issue or transfer an Award in accordance with an Invitation made under this Plan.
Expiry Date	Means, in respect of a Convertible Security, the date on which the Convertible Security lapses (if it has not already otherwise lapsed in accordance with the Plan), which must be a date no more than fifteen (15) years after the Acquisition Date of the Convertible Security
Option Exercise Price	In respect of any Invitation, the Board may determine the Option Exercise Price (if any) for an Option offered under that Invitation in its discretion
Vesting Conditions	(a) Any Convertible Security may be made subject to Vesting Conditions as determined by the Board in its discretion and as specified in the Invitation for the Convertible Security.
(b) Subject to applicable law and stock exchange rules, the Board may, in its discretion, in accordance with this Plan, amend any Vesting Conditions in whole or in part, which the Board may do at any time, including after the time specified for satisfaction of any Vesting Condition has passed, and subject to any conditions considered appropriate, and must notify a Participant in writing as soon as reasonably practicable after it has amended in whole or in part any Vesting Condition.

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
27

Lapse of Invitation	To the extent an Invitation is not accepted in accordance with Rule 5.1, the Invitation will lapse on the date following the Closing Date, unless the Board determines otherwise.
Vesting And Exercise of Convertible Securities	Subject to Rule 7.2, a Convertible Security acquired under the Plan will not vest and be exercisable unless the Vesting Conditions (if any) attaching to that Convertible Security have been satisfied, as determined by the Board acting reasonably, and the Board has notified the Participant of that fact.

For clarity, if a Convertible Security is issued without being subject to any Vesting Conditions, that Convertible Security is immediately exercisable.

The Board must notify a Participant in writing as soon as reasonably practicable after becoming aware that any Vesting Condition attaching to a Convertible Security has been satisfied. |
| Exercise of vested Convertible Security | Subject to Rule 7.4, a Participant (or their personal legal representative where applicable) may, subject to the terms of this Plan and any Invitation, exercise any vested Convertible Security at any time after the Convertible Security has vested, but before the Convertible Security lapses by providing the Company with:

a) the certificate for the Convertible Security (if any) or, if the certificate for the Convertible Security (if any) has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost, mutilated or destroyed;

b) a notice in the form of Schedule 3 (or such other notice, which may be online, as required by the Company) completed by the Participant stating that the Participant exercises the Convertible Security and specifying the number of Convertible Securities which are exercised (Notice of Exercise); and

c) where the Award to be exercised is an Option, except to the extent the Board approves the use of the Cashless Exercise Facility, or the Cash Payment Facility (where available), payment to the Company in cleared funds of an amount equal to the Option Exercise Price multiplied by the number of Options which are being exercised. |

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
28

Share Restriction Conditions	A Share acquired in accordance with this Plan may be made subject to a Restriction Condition as determined by the Board in its discretion and as specified in an Invitation or as otherwise imposed by this Plan or any Ancillary Documentation.
Change Of Control And Reconstruction	a) Notwithstanding any other provisions of the Rules, but subject to the applicable law and stock exchange rules, and any Invitation, if a Change of Control occurs, or the Board determines that such an event will occur, the Board may, in its discretion, determine the manner in which any or all of a Participant's Awards will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the Change of Control, provided that, for clarity, the Board may not use this discretion to lapse or cancel any Award or otherwise reduce the value of an Award without the written consent of the holder of the Award.

Share Restriction Conditions

A Share acquired in accordance with this Plan may be made subject to a Restriction Condition as determined by the Board in its discretion and as specified in an Invitation or as otherwise imposed by this Plan or any Ancillary Documentation.

Change Of Control And Reconstruction

a) Notwithstanding any other provisions of the Rules, but subject to the applicable law and stock exchange rules, and any Invitation, if a Change of Control occurs, or the Board determines that such an event will occur, the Board may, in its discretion, determine the manner in which any or all of a Participant's Awards will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the Change of Control, provided that, for clarity, the Board may not use this discretion to lapse or cancel any Award or otherwise reduce the value of an Award without the written consent of the holder of the Award.

b) If a company (Acquiring Company) obtains control of the Company as a result of a Change of Control and both the Company, the Acquiring Company and the Participant agree, a Participant may, in respect of any vested Convertible Securities that are exercised or Restricted Shares, be provided with shares of the Acquiring Company, or its parent, in lieu of Shares, on substantially the same terms and subject to substantially the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares subject to the Awards.

c) The Board may, in its absolute discretion, where there is a Reconstruction of the Company, provide for the grant of new Awards in substitution for some or all of the Awards on a like for like basis, by the New Holding Entity or any Related Body Corporate of the New Holding Entity. |

Aspire Mining Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
29

| Participation Rights | a) There are no participation rights or entitlements inherent in Convertible Securities and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Convertible Securities without exercising the Convertible Securities, except to the extent an Invitation otherwise provides subject to any applicable stock exchange rules.

b) An Option does not confer the right to a change in Option Exercise Price except, subject to the rules of an applicable stock exchange, to the extent this Plan or an Invitation otherwise provide.

c) A Convertible Security does not confer the right to a change in the number of underlying Shares over which the Convertible Security can be exercised except, subject to the rules of an applicable stock exchange, to the extent this Plan or an Invitation otherwise provide. |
| --- | --- |

ASPIRE

Proxy Voting Form

If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Aspire Mining Limited | ABN 46 122 417 243

Your proxy voting instruction must be received by 2:00pm (AEST) on Tuesday, 26 May 2026, 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

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/#/name Shareholders 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/#/loginsah or scan the QR code below using your smartphone

BY MAIL:

Automic

GPO Box 5193

Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street

Sydney NSW 2000

BY EMAIL:

[email protected]

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)

ATTACHMENT 4
AUTOMIC

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Aspire Mining Limited, to be held virtually at 2:00pm (AEST) on Thursday, 28 May 2026 hereby:

Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.

Please note: 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. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by marking 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 Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

VIRTUAL PARTICIPATION AT THE MEETING:

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

Open your internet browser and go to investor.automic.com.au
Login with your username and password or click "register" if you haven't already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

Resolutions		For	Against	Abstain
1	Adoption of Remuneration Report	☐	☐	☐
2	Election of Zoljargal Dashnyam as a Director	☐	☐	☐
3	Election of Gregory James Millen as a Director	☐	☐	☐
4	Approval of Issue of Performance Rights to Zoljargal Dashnyam, Non-Executive Director of the Company	☐	☐	☐
5	Approval of Issue of Performance Rights to Gregory James Millen, Non-Executive Director of the Company	☐	☐	☐
6	ASX Listing Rule 7.1A Approval of Future Issue of Securities	☐	☐	☐
7	Renewal of Takeover Provisions	☐	☐	☐

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll.

STEP 3 - Signatures and contact details

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

AI assistant

ASPIRE MINING LIMITED — AGM Information 2026

64354_rns_2026-04-28_5d17f11b-4fbf-41a8-bca7-73baefe0be53.pdf

Notice of 2026 Annual General Meeting and related Documents

– Ends –

For Enquiries:

Phone:

Follow Aspire Mining Limited:

Email Alerts:

LinkedIn:

About Aspire

Forward-Looking Statements

Aspire Mining Limited

Notice of 2026 Annual General Meeting

Contents

Important Information for Shareholders about the Company's 2026 AGM

Venue and Voting Information

Voting virtually at the Meeting

Voting by proxy

Power of Attorney

Corporate Representatives

Other Information

Poll voting

Electronic copies

Locating your SRN or HIN

Update your details

Technical Difficulties

Notice of Annual General Meeting

Agenda

Ordinary business

Financial statements and reports

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

Election of Directors

2. Resolution 2 – Election of Ms Zoljargal Dashnyam as a Director

3. Resolution 3 – Election of Mr Gregory James Millen as a Director

Issue of Performance Rights to Non-Executive Directors of the Company

4. Resolution 4 – Approval of Issue of Performance Rights to Ms Zoljargal Dashnyam, Non-Executive Director of the Company

5. Resolution 5 – Approval of Issue of Performance Rights to Mr Gregory James Millen, Non-Executive Director of the Company

ASX Listing Rule 7.1A (Additional 10% Capacity)

6. Resolution 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

7. Resolution 7 - Renewal of Proportional Takeover Provisions

Explanatory Statement

Agenda

Ordinary business

Financial statements and reports

Written questions of the auditor

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

Voting

Election of Directors

Resolution 2 – Election of Ms Zoljargal Dashnyam as Director

Directors' recommendation

Resolution 3 – Election of Mr Gregory James Millen as Director

Directors' recommendation

Resolution 4 and 5 – Approval for the Issue of Performance Rights to Related Parties, Ms Zoljargal Dashnyam and Mr Gregory James Millen, Directors of the Company

Background

Director and Related Party Approvals

Chapter 2E of the Corporations Act

Information Required by ASX Listing Rule 10.15

Directors Recommendation

ASX Listing Rule 7.1A

Resolution 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Information Required by ASX Listing Rule 7.3A

Period for which the approval will be valid

Notes:

Allocation policy for issues under Listing Rule 7.1A

Directors' recommendation

Resolution 7- Renewal of Proportional Takeover Provisions

Statement under the Corporations Act

What is a proportional takeover bid?

Effect of renewal

Reasons for renewing the provisions

No knowledge of present acquisition proposals

Potential advantages and disadvantages

Directors' recommendation

Enquiries

Glossary

ASPIRE MINING LIMITED AGM Information 2026