AURIC MINING LIMITED — Proxy Solicitation & Information Statement 2026

May 14, 2026

AURIC MINING LIMITED
ACN 635 470 843
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

Auric Mining Limited (ACN 635 470 843) (Company) gives notice to Shareholders that, in relation to the Notice of Annual General Meeting dated 24 April 2026 (Notice) in respect of the Company's annual general meeting of members to be held at 11:00 am (AWST) on Thursday, 28 May 2026 (Meeting), the Directors provide the following update to the Explanatory Statement in relation to Resolutions 8 and 9 in the Notice.

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

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

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

(i) If you have already completed and returned the Proxy Form annexed with the Notice (Original Proxy Form) and you wish to change your original vote for Resolutions 8 and 9, you must complete and return a new Original Proxy Form.

(ii) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote for Resolutions 8 and 9, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 8 and 9 unless you submit a new Original Proxy Form.

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

Enquiries

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9548 9997 or cyeo@auricmining.com.au.

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SUPPLEMENTARY BUSINESS OF THE MEETING

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

1. RESOLUTION 8 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – JOHN UTLEY

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

"That, subject to the passing of Resolution 2, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 7,500,000 Performance Rights to Mr John Utley (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

1. RESOLUTION 9 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MARK ENGLISH

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 7,500,000 Performance Rights to Mr Mark English (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Dated: 15 May 2026

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Voting Prohibition Statements

| Resolution 8 – Approval to issue Performance Rights to Director – John Utley | In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 8 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 8 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
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| Resolution 9 – Approval to issue Performance Rights to Director – Mark English | In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 9 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |

Voting Exclusion Statements

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

Resolution 8 – Approval to Issue Performance Rights to Director – John Utley	Mr John Utley (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 9 – Approval to Issue Performance Rights to Director – Mark English	Mr Mark English (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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SUPPLEMENTARY EXPLANATORY STATEMENT

The Explanatory Statement is amended by replacing the following Section:

1. RESOLUTIONS 8 TO 15 – APPROVAL TO ISSUE PERFORMANCE RIGHTS AND OPTIONS TO DIRECTORS

9.1 General

These Resolutions seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of an aggregate of:

(a) 31,750,000 Performance Rights to John Utley, Mark English, Steven Morris and Gareth Solly (or their nominees) (together, the Related Parties); and
(b) 3,936,248 Options to the Related Parties (or their nominees).

The Performance Rights and Options are together referred to as the Related Party Securities.

At its 2024 annual general meeting held on 24 May 2024, the Company obtained shareholder approval to issue an aggregate of:

(a) 1,251,250 Tranche 2 Options (set out in Table 2 below) to John Utley, Mark English and Steven Morris; and
(b) 1,251,250 Tranche 3 Options (set out in Table 2 below) to John Utley, Mark English and Steven Morris.

As the Tranche 2 and Tranche 3 Options were not issued following the 2024 annual general meeting, the Company is seeking fresh Shareholder approval for the issue of the Tranche 2 and Tranche 3 Options to Messrs Utley, English and Morris, on the same terms and conditions as the Tranche 2 and Tranche 3 Options proposed to be issued to Mr Solly.

The Tranche 2 and 3 Options proposed to be issued to Messrs Utley, English and Morris have the same vesting conditions as the Tranche 2 and 3 Options approved at the Company's 2024 annual general meeting.

Note that the issue of the Related Party Securities to John Utley is also subject to obtaining Shareholder approval for Resolution 8 (Re-election of John Utley) and the issue of the Related Party Securities to Gareth Solly is subject to Resolution 3 (Election of Gareth Solly).

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

Table 1

CLASS	QUANTUM	RECIPIENT	RESOLUTION	VESTING CONDITION	EXPIRY DATE
A	500,000	John Utley	8	The Class A Performance Rights will vest upon the Company's successful acquisition of the Lindsey Tenement (ML27/169).	The date that is 5 years from the date of issue of the Performance Rights.
	500,000	Mark English	9
	500,000	Steven Morris	10
B	500,000	Gareth Solly	11	The Class B Performance Rights will vest upon the election of Gareth Solly as executive Director of the Company at this Meeting.	The date that is 5 years from the date of issue of the Performance Rights.
C	1,500,000	John Utley	8	The Class C Performance Rights will vest upon the Company raising sufficient capital to build the Burbanks facility.	The date that is 5 years from the date of issue of the Performance Rights.
	1,500,000	Mark English	9
	1,000,000	Steven Morris	10
	1,500,000	Gareth Solly	11
D	1,000,000	John Utley	8	The Class D Performance Rights will vest upon the commissioning and	The date that is 5 years from the date of issue of the
	1,000,000	Mark English	9

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CLASS	QUANTUM	RECIPIENT	RESOLUTION	VESTING CONDITION	EXPIRY DATE
	1,000,000	Steven Morris	10	operation of the Burbanks facility.	Performance Rights.
	1,000,000	Gareth Solly	11
E	1,500,000	John Utley	8	The Class E Performance Rights will vest upon the announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 300,000 ounces at a minimum grade of 1.0 g/t Au	The date that is 5 years from the date of issue of the Performance Rights.
	1,500,000	Mark English	9
	500,000	Steven Morris	10
	1,500,000	Gareth Solly	11
F	1,500,000	John Utley	8	The Class F Performance Rights will vest upon the announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 500,000 ounces at a minimum grade of 1.0 g/t Au.	The date that is 5 years from the date of issue of the Performance Rights.
	1,500,000	Mark English	9
	750,000	Steven Morris	10
	1,500,000	Gareth Solly	11
G	2,000,000	Gareth Solly	11	The Class G Performance Rights will vest upon the announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 1,000,000 ounces at a minimum grade of 1.0 g/t Au.	The date that is 5 years from the date of issue of the Performance Rights.
H	1,500,000	John Utley	8	The Class H Performance Rights will vest upon the Company achieving a cumulative gold production of 100,000 ounces.	The date that is 5 years from the date of issue of the Performance Rights.
	1,500,000	Mark English	9
	1,500,000	Gareth Solly	11
I	1,500,000	Gareth Solly	11	The Class I Performance Rights will vest upon the Company achieving a cumulative gold production of 125,000 ounces.	The date that is 5 years from the date of issue of the Performance Rights.
J	2,000,000	Gareth Solly	11	The Class J Performance Rights will vest upon the Company achieving a market capitalisation of $200,000,000.	The date that is 5 years from the date of issue of the Performance Rights.
Total	31,750,000

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

Table 2

TRANCHE	QUANTUM	RECIPIENT	RESOLUTION	VESTING CONDITION	EXERCISE PRICE	EXPIRY DATE
2	481,250	John Utley	12	The Tranche 2 Options will vest upon the Company achieving a cumulative gold production of 40,000 ounces.	5 day volume weighted average price (VWAP) of the Company's Shares traded on ASX over the 5 trading days immediately preceding the date of issue.	The date that is 5 years from the date of issue of the Options.
	288,750	Steven Morris	13
	481,250	Mark English	14
	477,916	Gareth Solly	15

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TRANCHE	QUANTUM	RECIPIENT	RESOLUTION	VESTING CONDITION	EXERCISE PRICE	EXPIRY RATE
3	481,250	John Utley	12	The Tranche 3 Options will vest upon the Company achieving a cumulative gold production of 70,000 ounces.	5 day VWAP of the Company's Shares traded on ASX over the 5 trading days immediately preceding the date of issue.	The date that is 5 years from the date of issue of the Options.
	288,750	Steven Morris	13
	481,250	Mark English	14
	477,916	Gareth Solly	15
4	477,916	Gareth Solly	15	The Tranche 4 Options will vest upon the Company achieving a cumulative gold production of 80,000 ounces.	5 day VWAP of the Company's Shares traded on ASX over the 5 trading days immediately preceding the date of issue.	The date that is 5 years from the date of issue of the Options.
Total	3,936,248

9.2 Director Recommendation

Each Director has a material personal interest in the outcome of Resolution 8 to Resolution 15 on the basis that all of the Directors (or their nominees) are to be issued Performance Rights and Options should Resolution 8 to Resolution 15 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolution 8 to Resolution 15 of this Notice.

9.3 Chapter 2E of the Corporations Act

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

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The issue of the Performance Rights and Options to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Performance Rights and Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Performance Rights and Options. Accordingly, Shareholder approval for the issue of Performance Rights and Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

9.4 Listing Rule 10.11

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

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

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

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

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

unless it obtains the approval of its shareholders.

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

Resolution 8 to Resolution 15 seek the required Shareholder approval for the issue of the Performance Rights and Options under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

9.5 Technical information required by Listing Rule 14.1A

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

If these Resolutions are not passed, the Company will not be able to proceed with the issue. As a result, the Company will need to evaluate other methods to remunerate and incentivise the Directors, and provide a performance linked incentive component to the remuneration packages of the Directors, which may involve the Company needing to utilise its cash reserves.

9.6 Technical information required by Listing Rule 10.13 and section 219 of the Corporations Act

REQUIRED INFORMATION	DETAILS
Name of the persons to whom Securities will be issued	Mr John Utley (Resolutions 8 and 12), Mr Mark English (Resolutions 9 and 14), Mr Steven Morris (Resolutions 10 and 13) and Mr Gareth Solly (Resolutions 11 and 15).
Categorisation under Listing Rule 10.11	Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director.
Any nominee(s) of the proposed recipients who receive Securities may constitute 'associates' for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	31,750,000 Performance Rights and 3,936,248 Options will be issued on the following basis:
(a) Mr John Utley will receive an aggregate of 7,500,000 Performance Rights and 962,500 Options comprising:
(i) 500,000 Class A Performance Rights (Resolution 8);
(ii) 1,500,000 Class C Performance Rights (Resolution 8);
(iii) 1,000,000 Class D Performance Rights (Resolution 8);
(iv) 1,500,000 Class E Performance Rights (Resolution 8);
(v) 1,500,000 Class F Performance Rights (Resolution 8);

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REQUIRED INFORMATION	DETAILS
(b)	(vi) 1,500,000 Class H Performance Rights (Resolution 8);
(vii) 481,250 Tranche 2 Options (Resolution 12);
(viii) 481,250 Tranche 3 Options (Resolution 12);

Mr Mark English will receive an aggregate of 7,500,000 Performance Rights and 962,500 Options comprising:
(i) 500,000 Class A Performance Rights (Resolution 9);
(ii) 1,500,000 Class C Performance Rights (Resolution 9);
(iii) 1,000,000 Class D Performance Rights (Resolution 9)
(iv) 1,500,000 Class E Performance Rights (Resolution 9);
(v) 1,500,000 Class F Performance Rights (Resolution 9);
(vi) 1,500,000 Class H Performance Rights (Resolution 9);
(vii) 481,250 Tranche 2 Options (Resolution 14); and
(viii) 481,250 Tranche 3 Options (Resolution 14);

Mr Steven Morris will receive an aggregate of 3,750,000 Performance Rights and 577,500 Options comprising:
(i) 500,000 Class A Performance Rights (Resolution 10);
(ii) 1,000,000 Class C Performance Rights (Resolution 10);
(iii) 1,000,000 Class D Performance Rights (Resolution 10);
(iv) 500,000 Class E Performance Rights (Resolution 10);
(v) 750,000 Class F Performance Rights (Resolution 10);
(vi) 288,750 Tranche 2 Options (Resolution 13); and
(vii) 288,750 Tranche 3 Options (Resolution 13);

Mr Gareth Solly will receive an aggregate of 13,000,000 Performance Rights and 1,433,748 Options comprising:
(i) 500,000 Class B Performance Rights (Resolution 11);
(ii) 1,500,000 Class C Performance Rights (Resolution 11);
(iii) 1,000,000 Class D Performance Rights (Resolution 11);
(iv) 1,500,000 Class E Performance Rights (Resolution 11);
(v) 1,500,000 Class F Performance Rights (Resolution 11); |

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REQUIRED INFORMATION	DETAILS
	(vi) 2,000,000 Class G Performance Rights (Resolution 11);
(vii) 1,500,000 Class H Performance Rights (Resolution 11);
(viii) 1,500,000 Class I Performance Rights (Resolution 11);
(ix) 2,000,000 Class J Performance Rights (Resolution 11);
(x) 477,916 Tranche 2 Options (Resolution 15);
(xi) 477,916 Tranche 3 Options (Resolution 15); and
(xii) 477,916 Tranche 4 Options (Resolution 15).
Terms of Securities	Performance Rights will be issued on the terms and conditions set out in Schedule 2.
The Options will be issued on the terms and conditions set out in Schedule 4.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Related Party Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Related Party Securities later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Related Party Securities will be issued at a nil issue price.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward their performance as a Directors and to provide cost effective remuneration to the Related Parties, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties.
Consideration of type of Security to be issued	The Company has agreed to issue the Performance Rights for the following reasons:
(a) the issue of Performance Rights has no immediate dilutory impact on Shareholders;
(b) the milestones attaching to the Performance Rights to the Related Parties will align the interests of the recipients with those of Shareholders;
(c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and
(d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed.

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REQUIRED INFORMATION	DETAILS
	The Company has agreed to issue the Options for the following reasons:
(a) the issue of the Options has no immediate dilutionary impact on Shareholders;
(b) the deferred taxation benefit which is available to the proposed recipients in respect of an issue of Options is also beneficial to the Company as it means the proposed recipients are not required to immediately sell the Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company;
(c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Solly; and
(d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options on the terms proposed.
Consideration of quantum of Securities to be issued	The number of Related Party Securities to be issued has been determined based upon a consideration of:
(a) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(b) the remuneration of the proposed recipients; and
(c) incentives to retain the service of the proposed recipients who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing Related Party Securities upon the terms proposed. |
| Remuneration package | The total remuneration package for each of the recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Notes:
1. Comprising salary of $343,750, superannuation payment of $41,250, annual leave of $26,434, long service leave of $6,952, Director bonus of $148,500 and share based payments of $1,190,000 (being the total combined value of those Performance |

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REQUIRED INFORMATION	DETAILS
	Rights and Options that the Company expects will vest on or before 31 December 2026).
	2. Comprising salary of $373,000, superannuation payment of $52,000, annual leave of $28,684, long service leave of $7,855, Director bonus of $148,500 and share based payments of $1,190,000 (being the total combined value of those Performance Rights and Options that the Company expects will vest on or before 31 December 2026).
	3. Comprising Director’s fees of $100,000, Director bonus of $61,030 and share based payments of $680,000 (being the total combined value of those Performance Rights and Options that the Company expects will vest on or before 31 December 2026).
	4. Comprising salary of $260,000, superannuation payment of $35,000, sign on bonus of $150,000, annual leave of $19,994, long service leave of $2,709 and share based payments of $1,190,000 (being the total combined value of those Performance Rights and Options that the Company expects will vest on or before 31 December 2026).
	5. Appointed on 18 May 2026.
	6. Comprising salary of $232,258 superannuation payment of $31,770, annual leave of $27,070, long service leave of $15,619, Director bonus of $222,488, accrued Director bonus of $106,875 (which is yet to be paid) and share based payments of $7,609.
	7. Comprising salary of $236,737, superannuation payment of $36,210, annual leave of $5,693, long service leave of $18,689, Director bonus of $205,463, accrued Director bonus of $74,813 (which is yet to be paid) and share based payments of $7,609.
	8. Comprising Director’s fees of $86,666, Director bonus of $108,469, accrued Director bonus of $64,125 (which is yet to be paid) and share based payments of $2,526.
Valuation	Based on the trinomial valuation model, the Company values the Performance Rights at $10,793,649 (being, $0.340 per Performance Right) and the Options at $855,536 (being, $0.217 per Option).
	Further information in respect of the valuation of the Securities and the pricing methodology is set out in Schedule 3.
Interest in Securities	The relevant interests of the recipients in Securities as at the date of this Notice and following completion of the issue are set out below:
	As at the date of this Notice
	RELATED PARTY	SHARES¹	OPTIONS	UNDILUTED	FULLY DILUTED
	John Utley	7,184,999 ⁴	412,500 ⁵	3.84%	3.85%
	Mark English	9,145,940 ³	300,000 ⁵	4.89%	4.78%
	Steven Morris	7,437,499 ²	247,500 ⁵	3.98%	3.89%
	Gareth Solly	-	-	-	-
	Notes:
	1. Fully paid ordinary shares in the capital of the Company (ASX:AWJ).
	2. Comprising:
(a) 1,500,000 shares held directly by Steven Morris;
(b) 3,774,999 shares held by Mr Steven John Morris & Ms Nicole Leanne Morris ; and
(c) 2,162,500 shares held by Targo Holdings Pty Ltd.
3. Comprising:

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REQUIRED INFORMATION	DETAILS
	(a) 5,232,167 shares held by 13 Nominees Pty Ltd ;
	(b) 2,501,673 shares held by Citicorp Nominees Pty Ltd ; and
	(c) 1,412,100 shares held by Citicorp Nominees Pty Ltd .
	4. Comprising:
	(a) 4,406,634 Shares held by Anamorph Pty Ltd ; and
	(b) 2,778,365 Shares held by Bond Street Custodians Limited .
	5. Unlisted options exercisable at $0.225 expiring on 31 January 2029.
	Post issue
	RELATED PARTY	SHARES¹	OPTIONS	PERFORMANCE RIGHTS
	John Utley	7,184,999	1,375,000	7,500,000
Mark English	9,145,940	1,262,500	7,500,000
Steven Morris	7,437,499	825,000	3,750,000
Gareth Solly	-	1,433,748	13,000,000
Dilution	If the milestones attaching to the Performance Rights and the Options issued under these Resolutions are met and the Performance Rights and Options are converted, a total of 35,686,248 Shares would be issued. This will increase the number of Shares on issue from 187,093,602 (being the total number of Shares on issue as at the date of this Notice) to 222,779,850 (assuming that no Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 16.02%, comprising 3.80% by John Utley, 3.80% by Mark English, 1.94% by Steven Morris and 6.48% by Gareth Solly.
Trading history	The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:
		PRICE	DATE
	Highest	$0.405	18 March 2026
	Lowest	$0.145	21 August 2025
	Last	$0.34	9 April 2026
Other information	The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions.
Voting exclusion statements	Voting exclusion statements apply to these Resolutions.
Voting prohibition statements	Voting prohibition statements apply to these Resolutions.

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

1.	Entitlement	Each Performance Right entitles the holder to subscribe for one Share upon conversion of the Performance Right.
2.	Consideration	The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.
3.	Vesting Conditions	The Performance Rights shall vest as follows:
		Class	Vesting Conditions
		A	The Class A Performance Rights will vest upon the Company's successful acquisition of the Lindsey Tenement (ML27/169).
		B	The Class B Performance Rights will vest upon the election of Gareth Solly as executive Director of the Company at this Meeting.
		C	The Class C Performance Rights will vest upon the Company raising sufficient capital to build the Burbanks facility.
		D	The Class D Performance Rights will vest upon the commissioning and operation of the Burbanks facility.
		E	The Class E Performance Rights will vest upon the announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 300,000 ounces at a minimum grade of 1.0 g/t Au.
		F	The Class F Performance Rights will vest upon the announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 500,000 ounces at a minimum grade of 1.0 g/t Au.
		G	The Class G Performance Rights will vest upon the announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 1,000,000 ounces at a minimum grade of 1.0 g/t Au.
		H	The Class H Performance Rights will vest upon the Company achieving a cumulative gold production of 100,000 ounces.
		I	The Class I Performance Rights will vest upon the Company achieving a cumulative gold production of 125,000 ounces.
		J	The Class J Performance Rights will vest upon the Company achieving a market capitalisation of $200,000,000.
		each, a Vesting Condition.
4.	Expiry Date	Each Performance Right will expire on the earlier to occur of the date that is five (5) years from the date of issue (Expiry Date). For the avoidance of doubt, any unconverted Performance Rights will automatically lapse on the Expiry Date.
5.	Notice of vesting	The Company shall notify the holder in writing when the relevant Vesting Condition has been satisfied.
6.	Quotation of Performance Rights	The Performance Rights will not be quoted on ASX.

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7.	Conversion	Upon vesting, each Performance Right will, at the election of the holder, convert into one Share.
8.	Timing of issue of Shares on conversion	Within five Business Days of conversion of the Performance Rights, the Company will:
(a) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.

If a notice delivered under 8(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
| 9. | Shares issued on exercise | Shares issued on exercise of the Performance Rights rank equally with the then issued shares of the Company. |
| 10. | Change of Control | Upon:
(a) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(i) having received acceptances for not less than 50.1% of the Company's Shares on issue; and
(ii) having been declared unconditional by the bidder; or
(b) a court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, or the Board determining that such an event is likely to occur, then, to the extent Performance Rights have not converted into Shares due to satisfaction of the relevant Vesting Conditions, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis. |
| 11. | Participation in new issues | There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without converting the Performance Rights. |
| 12. | Adjustment for bonus issue | If the Company makes a bonus issue of Shares or other securities to the Company's existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment no changes will be made to the Performance Rights. |

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13.	Reorganisation	If at any time the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.
14.	Dividend and voting rights	The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.
15.	Deferral of conversion if resulting in a prohibited acquisition of Shares	If the conversion of a Performance Right would result in any person being in contravention of section 606(1) of the Corporations Act (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:
(a) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
(b) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (a) within 7 days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.
16.	No rights to return of capital	A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
17.	Rights on winding up	A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.
18.	ASX Listing Rule compliance	The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.
19.	No other rights	A Performance Right gives the holder no rights other than those expressly provided by these terms and conditions and those provided at law where such rights at law cannot be excluded by these terms.
20.	Restrictions on dealing with Performance Rights	A Performance Right may not be transferred other than by force of law on death or total and permanent disablement of the holder.
21.	Taxation Considerations	Subdivision 83A-C of the Income Tax Assessment Act 1997, which enables tax deferral, is intended to apply to the Performance Rights (subject to the conditions in that Act).

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SCHEDULE 3 - VALUATION OF PERFORMANCE RIGHTS AND OPTIONS

Table 1 Performance Rights Valuation Assumptions

Auric Mining Limited
	Ref	Performance Rights
Class	1	Class A	Class B	Class C	Class D	Class E	Class F	Class G	Class H	Class I	Class J
Valuation Date	2	10/04/2026	10/04/2026	10/04/2026	10/04/2026	10/04/2026	10/04/2026	10/04/2026	10/04/2026	10/04/2026	10/04/2026
Expiry Date	3	10/04/2031	10/04/2031	10/04/2031	10/04/2031	10/04/2031	10/04/2031	10/04/2031	10/04/2031	10/04/2031	10/04/2031
PR Life	4	5.00	5.00	5.00	5.00	5.00	5.00	5.00	5.00	5.00	5.00
Stock Price	5	0.340	0.340	0.340	0.340	0.340	0.340	0.340	0.340	0.340	0.340
Exercise Price	6	-	-	-	-	-	-	-	-	-	-
Risk Free Rate	7	4.59%	4.59%	4.59%	4.59%	4.59%	4.59%	4.59%	4.59%	4.59%	4.59%
Volatility	8	75%	75%	75%	75%	75%	75%	75%	75%	75%	75%
Performance Hurdle	9	The Company's successful acquisition of the Lindsey Tenement (ML27/169).	The election of Gareth Solly as executive Director of the Company at this Meeting	The Company raising sufficient capital to build the Burbanks facility.	The commissioning and operation of the Burbanks facility.	The announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 300,000 ounces.	The announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 500,000 ounces.	The announcement of a JORC reported, Inferred and/or higher category, Mineral Resource of at least 1,000,000 ounces.	The Company achieving a cumulative gold production of 100,000 ounces.	The Company achieving a market capitalisation of $200,000,000.
Amount Issued	10	1,500,000	500,000	5,500,000	4,000,000	5,000,000	5,250,000	2,000,000	4,500,000	1,500,000	2,000,000
Performance Rights Measured (A$)
John Utley		170,000	-	510,000	340,000	510,000	510,000	-	510,000	-	-
Mark English		170,000	-	510,000	340,000	510,000	510,000	-	510,000	-	-
Gareth Solly		-	170,000	510,000	340,000	510,000	510,000	680,000	510,000	510,000	678,649
Steve Morris		170,000	-	340,000	340,000	170,000	255,000	-	-	-	-

Source: Auric Mining Limited & MACF (WA) Pty Ltd

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Table 2 Options Valuation Assumptions

Auric Mining Limited
	Ref	Options
Class	1	Class A	Class B	Class C
Valuation Date	2	10/04/2026	10/04/2026	10/04/2026
Expiry Date	3	10/04/2031	10/04/2031	10/04/2031
Option Life	4	5.00	5.00	5.00
Stock Price	5	0.340	0.340	0.340
Exercise Price	6	0.345	0.345	0.345
Risk Free Rate	7	4.59%	4.59%	4.59%
Volatility	8	75%	75%	75%
Performance Hurdle	9	The Company achieving a cumulative gold production of 40,000 ounces.	The Company achieving a cumulative gold production of 70,000 ounces.	The Company achieving a cumulative gold production of 80,000 ounces.
Amount Issued	10	1,729,166	1,729,166	477,916
Options Measured (AS)
John Utley		104,599	104,599	-
Mark English		104,599	104,599	-
Gareth Solly		103,874	103,874	103,874
Steve Morris		62,759	62,759	-

Source: Auric Mining Limited & MACF (WA) Pty Ltd

Notes:
1. Class: The group of Performance Rights/ Options that share similar conditions.
2. Valuation Date: The valuation date is 10 April 2026.
3. Expiry Date: The date at which the Performance Rights/ Options expire and are no longer active.
4. PR/ Option Life: The period between the issue date and expiry of the Performance Rights/ Options.
5. Stock Price: This is the spot price of the underlying security one trading day prior to the valuation date.
6. Exercise Price: We understand that the Performance Rights do not have an exercise price. We understand that the Options have an exercise price equivalent to a 5-day VWAP preceding the valuation date.

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1. Risk Free Rate: We have determined this based on the yields of Commonwealth bonds using the period which most closely corresponds to the maximum life of the Performance Rights/ Options. The interest rates are measured as the closing rate on the Valuation date, with rates disclosed by the Reserve Bank of Australia. The closing yield applicable for a 5-year bond is 4.59%.

2. Volatility: We have assessed the share price volatility of Auric Mining Limited by considering historical volatility over relevant trading periods.

3. Performance Hurdle: We understand the Performance Rights/ Options will vest dependent on the performance criteria listed in the cells.

4. Amount Issued: The number of Performance Rights/ Options issued.

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17

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SCHEDULE 4 - TERMS AND CONDITIONS OF OPTIONS

1.	Entitlement	Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
2.	Exercise Price	The amount payable upon exercise of each Option will be an amount equal to the volume weighted average price (VWAP) of the Company's Shares traded on ASX during the five (5) trading days ending on the trading day immediately before the issue date for that Class of Option (Exercise Price).
3.	Expiry Date	Each Option will expire at 5:00 pm (AWST) on the date that is five (5) years from the date of issue (Expiry Date).
An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
4.	Exercise Period	The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
5.	Exercise Notice	The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
6.	Exercise Date	An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
7.	Vesting Conditions	The Options will vest upon satisfaction (or waiver) of the following vesting conditions and prior to the Expiry Date:
		Tranche Vesting Conditions
		2 The Tranche 2 Options will vest upon the Company achieving a cumulative gold production of 40,000 ounces.
		3 The Tranche 3 Options will vest upon the Company achieving a cumulative gold production of 70,000 ounces.
		4 The Tranche 4 Options will vest upon the Company achieving a cumulative gold production of 80,000 ounces.
		(Vesting Conditions).
An Option will vest when a vesting notice is given to the holder.
An Option is exercisable at any time between the date of receipt of a vesting notice and the Expiry Date.
8.	Timing of Issue of Shares on exercise	Within five Business Days after the Exercise Date, the Company will:
(a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company;
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an

5201-01/8794693_8

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5201-01/8794693_8
19

| | | offer for sale of the Shares does not require disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
| --- | --- | --- |
| 9. | Shares issued on exercise | Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
| 10. | Change of Control | Upon:
(a) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(i) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and
(ii) having been declared unconditional by the bidder; or

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

then, to the extent Options have not been exercised into Shares due to satisfaction of the relevant Vesting Conditions, the Vesting Conditions will accelerate and the Options will become immediately exercisable. Such Options may be exercised into Shares on a one-for-one basis, subject to payment of any applicable cash exercise price. |
| 11. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| 12. | Participation in new issues | There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. |
| 13. | Change in exercise price/Adjustment for rights issue | Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. |
| 14. | Restrictions on dealing with Options | An Option may not be transferred other than by force of law on death or total and permanent disablement of the holder. |
| 15. | Taxation Considerations | Subdivision 83A-C of the Income Tax Assessment Act 1997, which enables tax deferral, is intended to apply to the Performance Rights (subject to the conditions in that Act). |

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auricmining

AURIC MINING LIMITED

ABN 29 635 470 843

Need assistance?

Phone:

1300 850 505 (within Australia)

+61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AWJ

MR SAM SAMPLE

FLAT 123

123 SAMPLE STREET

THE SAMPLE HILL

SAMPLE ESTATE

SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00 am (AWST) on Tuesday, 26 May 2026.

Proxy Form

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

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PARTICIPATING IN THE MEETING

Corporate Representative

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Samples/000001/000002512

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MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

I 9999999999 IND

Proxy Form

Please mark X to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Auric Mining Limited hereby appoint

☐ the Chair of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Auric Mining Limited to be held at Steinepreis Paganin, Level 14, QV1 Building, 250 St Georges Terrace, Perth WA 6000 on Thursday, 28 May 2026 at 11:00 am (AWST) and at any adjournment or postponement of that meeting.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, and 7 - 15 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 5, and 7 - 15 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.

Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1, 5, and 7 - 15 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

	For	Against	Abstain		For	Against	Abstain
1	Adoption of Remuneration Report	☐	☐	10	Approval to issue Performance Rights to Director - Steven Morris	☐	☐
2	Re-election of Director - John Utley	☐	☐	11	Approval to issue Performance Rights to Director - Gareth Solly	☐	☐
3	Election of Director - Gareth Solly	☐	☐	12	Approval to issue Options to Director - John Utley	☐	☐
4	Approval of 7.1A Mandate	☐	☐	13	Approval to issue Options to Director - Steven Morris	☐	☐
5	Approval to increase total aggregate remuneration for Non-Executive Directors	☐	☐	14	Approval to issue Options to Director - Mark English	☐	☐
6	Amendment to Constitution	☐	☐	15	Approval to issue Options to Director - Gareth Solly	☐	☐
7	Approval to issue Securities under an Incentive Plan	☐	☐	16	Renewal of proportional takeover provisions in the Constitution	☐	☐
8	Approval to issue Performance Rights to Director - John Utley	☐	☐	17	Approval to issue Shares to the Lindsay's Project Vendor	☐	☐
9	Approval to issue Performance Rights to Director - Mark English	☐	☐

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

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director & Sole Company Secretary	Director	Director/Company Secretary
Update your communication details (Optional)		Date
Mobile Number	Email Address	By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically

AWJ

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