AUSGOLD LIMITED

ASX Release

12 December 2025

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Notice of General Meeting and Shareholder Letter

Ausgold Limited (ASX: AUC) ( Ausgold or the Company ) advises that an Extraordinary General Meeting ( EGM will be held on Monday, 12 January 2026 at 9.00 am (AWST) at Level 1, 111 St Georges Terrace, Perth WA.

Please find attached the following documentation:

Shareholder Access Letter
Notice of Extraordinary General Meeting; and
Sample Voting Proxy Form

The above documents have been dispatched to Shareholders according to their communication preference.

On behalf of the Board,

Sophia Qing Huang Company Secretary Ausgold Limited

For further information please visit Ausgold’s website or contact:

Sophia Qing Huang Nicholas Read Company Secretary, Ausgold Limited Read Corporate T: +61 (08) 9220 9890 T: +61(08) 9388-1474 E: [email protected] E: [email protected]

ABN 67 140 164 496 Level 1, 307 Murray Street, Perth WA 6000 T: 08 9220 9890 F: 08 9220 9820 E: [email protected] W: www.ausgoldlimited.com

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12 December 2025

Dear Shareholder

AUSGOLD LIMITED – EXTRAORDINARY GENERAL MEETING

Ausgold Limited (ASX: AUC) (the ‘ Company ’) will convene the Extraordinary General Meeting ( EGM ) on Monday, 12 January 2026 at 9.00 am AWST at Level 1, 111 St Georges Terrace, Perth WA 6000.

Notice of Meeting

The Company will not be dispatching physical copies of the Notice of Extraordinary General Meeting and accompanying Explanatory Statement ( Notice ) to shareholders unless a shareholder has previously made a valid election to receive such documents in hard copy.

Instead, a copy of the Notice is available on the Company’s website at https://ausgoldlimited.com and has also been lodged on the Company’s ASX market announcements platform at www.asx.com.au (ASX: AUC).

If you have nominated an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Notice.

This Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional advisor.

If you have difficulties obtaining a copy of the Notice, please contact the Company’s share registry, Automic on 1300 288 664 (within Australia) or +61 2 968 5414 (overseas).

If you would like to receive electronic communications from the Company in the future, please update your communication elections online by scanning the QR code or visit: https://investor.automic.com.au/#/home.

Voting

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Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or by returning the proxy form attached to the Notice by 9.00 am (AWST) / 12.00 pm (AEDT) on Saturday, 10 January 2026:

By email: [email protected] By fax: +61 2 8583 3040 By post: Automic: GPO Box 5193, Sydney NSW 2001

All resolutions for the EGM will be decided via a poll. The poll will be conducted based on votes submitted by proxy, together with any votes cast at the EGM.

Sincerely

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Sophia Qing Huang

Ausgold Limited Company Secretary

ABN: 67 140 164 496 Level 1, 307 Murray Street,Perth WA 6000 T: 08 9220 9890 F: 08 9220 9820 E: [email protected] W: www.ausgoldlimited.com

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ACN 140 164 496

NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

Date: Monday, 12 January 2026 Time: 9.00 am AWST Venue: Level 1, 111 St Georges Terrace Perth, WA 6000

A proxy form is enclosed or has otherwise been provided to you.

Please read this Notice and Explanatory Statement carefully.

If you are unable to attend the Extraordinary General Meeting, please complete and return the Proxy Form in accordance with the specified directions.

These documents should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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AUSGOLD LIMITED (ABN 67 140 164 496)

LEVEL 1 , 307-313 MURRAY STREET, PERTH WA 6000

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting ( EGM or the Meeting ) of Ausgold Limited (ACN 140 164 496) ( Company or AUC ) will be held for the purpose of transacting the following business referred to in this Notice of Meeting:

Venue Level 1, 111 St Georges Terrace, Perth, WA 6000

Time Monday, 12 January 2026 at 9.00 am (AWST)

AGENDA

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 62,500,000 SHARES UNDER TRANCHE 1 OF THE PLACEMENT

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval be given to ratify and confirm the allotment and issue of 62,500,000 fully paid ordinary shares in the Company on 26 November 2025 at an issue price of $0.80 (80 cents) per share in relation to Tranche 1 of the Placement as described in the Explanatory Statement accompanying the Notice of Meeting.”

A voting exclusion statement as set out below in this Notice of Meeting applies to this Resolution.

RESOLUTION 2 – APPROVAL TO ISSUE 37,500,000 SHARES UNDER TRANCHE 2 OF THE PLACEMENT

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given to allot and issue 37,500,000 fully paid ordinary shares in the Company at an issue price of $0.80 (80 cents) per share in relation to Tranche 2 of the Placement as described in the Explanatory Statement accompanying the Notice of Meeting.”

A voting exclusion statement as set out below in this Notice of Meeting applies to this Resolution.

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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RESOLUTION 3 – APPROVAL TO GRANT 768,750 PERFORMANCE RIGHTS TO EXECUTIVE CHAIRMAN, MR JOHN DORWARD

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given to grant 768,750 Performance Rights to Mr John Dorward, Executive Chairman of the Company, or his nominee(s), under the Company’s Employee Incentive Plan and on the terms and conditions described in the Explanatory Statement and Schedules to the Notice of Meeting.”

A voting exclusion statement as set out below in this Notice of Meeting applies to this Resolution.

By order of the Board

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Sophia Qing Huang Company Secretary

12 December 2025

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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NOTES

1. Entire Notice: The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the EGM, shares will be taken to be held by the persons who are registered as holding the shares at 7.00 pm (AEDT) on the date 48 hours before the date of the EGM being, Saturday, 10 January 2026. Only those persons will be entitled to vote at the EGM and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the EGM. On a poll, Members have one vote for every fully paid ordinary share held.

3. Proxies

(a) Votes at the EGM may be given personally or by proxy, attorney or representative.
(b) Each Shareholder has a right to appoint one or two proxies.
(c) A proxy need not be a Shareholder of the Company.
(d) If a Shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.
(e) Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
(f) If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
(g) A Proxy Form must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxy forms given by corporations must be signed in accordance with the corporation’s constitution and Corporations Act.
(h) If you sign the Proxy Form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy.
(i) To be effective, Proxy Forms must be received by the Company’s share registry no later than 48 hours before the commencement of the EGM, this is no later than 9.00 am (AWST) / 12.00 pm (AEDT) on Saturday, 10 January 2026. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

4. Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. How the Chair will vote Undirected Proxies

Subject to the applicable voting exclusions, the Chair of the Meeting will vote undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change their voting intention on a Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

6. Voting Exclusion Statement

See Explanatory Statement.

7. Enquiries

Questions may be submitted prior to the Meeting by email to [email protected]. The Company will, at its discretion, address questions received before or after the Meeting. The Company will not respond to inappropriate or offensive questions.

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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AUSGOLD LIMITED (ABN 67 140 164 496)

LEVEL 1, 307-313 MURRAY STREET, PERTH WA 6000

EXPLANATORY STATEMENT TO SHAREHOLDERS

INTRODUCTION

This Explanatory Statement has been prepared for the information of shareholders of the Company in connection with the business to be transacted at the Extraordinary General Meeting of the Company to be held on 12 January 2026 at 9.00 am (AWST).

Shareholders should read this Explanatory Statement carefully before deciding how to vote on the resolutions set out in the Notice of Meeting.

Attached to the Notice of Meeting is a Proxy Form for use by shareholders. All shareholders are invited and encouraged to attend the Extraordinary General Meeting or, if they are unable to attend in person, to complete, sign and return the Proxy Form to the Company in accordance with the instructions contained in the Proxy Form and the Notice of Meeting. Lodgement of a Proxy Form will not preclude a shareholder from attending and voting at the Extraordinary General Meeting in person.

BACKGROUND TO RESOLUTIONS 1 AND 2 – TWO-TRANCHE PLACEMENT

On 19 November 2025, the Company announced that it was undertaking a capital raising to raise approximately A$80 million (before costs) by way of a two-tranche Placement comprising the issue of 100 million new shares ( Placement Shares ) in the Company at $0.80 (80 cents) per share ( Placement ).

The Company is conducting the Placement in two tranches:

(a) Tranche 1: 62,500,000 Placement Shares issued under the Company’s placement capacity under ASX Listing Rule 7.1 to raise a total of $50 million ( Tranche 1 ). The first tranche is not subject to shareholder approval. Tranche 1 was completed on 26 November 2025 and the Company is seeking shareholder’s ratification, pursuant to ASX Listing Rule 7.4, of the Tranche 1 Placement Shares under Resolution 1.
(b) Tranche 2: 37,500,000 Placement Shares are to be issued to raise an additional $30 million, subject to shareholder approval ( Tranche 2 ). The Company is seeking shareholder approval to issue Tranche 2 Placement Shares under Resolution 2.

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF 62,500,000 SHARES UNDER TRANCHE 1 OF THE PLACEMENT

Background

The Company is seeking shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 62,500,000 shares ( T1 Shares ) on 26 November 2025 at an issue price of $0.80 (80 cents) per share on the terms as announced on 19 November 2025 to professional, sophisticated and other exempt investors under the Placement. The T1 Shares were issued without shareholder approval utilising the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1.

ASX Listing Rules

On 26 November 2025 ( Issue Date ), the Company issued 62,500,000 shares ( T1 Shares ) at an issue price of $0.80 (80 cents) per share ( Issue ).

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The Issue does not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the Issue Date.

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under ASX Listing Rule 7.1.

To this end, Resolution 1 seeks shareholder approval to the Issue under and for the purposes of ASX Listing Rule 7.4.

If this resolution is passed, the Issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.

If this resolution is not approved, the Issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(a) the T1 Shares were issued to new and existing shareholders identified as professional, sophisticated and other exempt investors, identified by the book build conducted by the Lead Managers. Except the following person(s), there were no other participants in Tranche 1 of the Placement that were investors required to be disclosed under ASX Guidance Note 21, such as related parties of the entity, member of the Company’s key management personnel,

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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substantial shareholders of the Company, advisors of the Company, with more than 1% of the current issued capital issued to them from T1 Shares:

(i) Jupiter Asset Management Limited, who is a substantial holder in the entity as advised via its notice submitted on 5 March 2025;
(ii) T. Rowe Price Associates, Inc., who is a substantial holder in the entity as advised via its notice submitted on 25 November 2025; and
(iii) L1 Capital Pty Ltd, who is a substantial holder in the entity as advised via its notice submitted on 28 November 2025.
(b) the number and class of securities issued were 62,500,000 fully paid ordinary shares;
(c)
the T1 Shares were issued at a price of $0.80 (80 cents) per share; and
(d) the proceeds of the issue will be applied towards acceleration of the Company’s Katanning Gold Project ( KGP ) towards a final investment decision including:
(i) construction of a workforce accommodation facility, deposits on long-lead items permitting, and progressing the Company’s material contract tendering strategy;
(ii) land acquisition payments;
(iii) further KGP regional exploration activities; and
(iv) general working capital, corporate costs and costs of the capital raising.

Board Recommendation

The Board recommends that shareholders vote in favour of this Resolution. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

Voting Exclusions

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the relevant issue of the T1 Shares, or any associates of that person or those persons.

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

(a) a person as a 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
(b) 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
(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

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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RESOLUTION 2 – APPROVAL TO ISSUE 37,500,000 SHARES UNDER TRANCHE 2 OF THE PLACEMENT

Background

The Company is seeking shareholder approval pursuant to ASX Listing Rule 7.1 to issue 37,500,000 shares ( T2 Shares ) in the Company at $0.80 (80 cents) per share as part of the Tranche 2 of the Placement on the terms as announced on 19 November 2025.

ASX Listing Rules

The Company proposed to issue 37,500,000 shares ( T2 Shares ) at $0.80 (80 cents) per share ( Issue ).

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 shareholder over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The Issue of T2 Shares does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s shareholders under Listing Rule 7.1.

Resolution 2 seeks the required shareholder approval to the issue of T2 Shares under and for the purposes of Listing Rule 7.1.

If this resolution is passed, the Company will be able to proceed with the issue of the 37,500,000 shares without using any of its placement capacity under Listing Rule 7.1, retain the flexibility to make future issues of equity securities up to the 15% limit, and raise approximately $30 million before issue costs.

If this resolution is not passed, the Company will not be able to proceed with the issue of T2 Shares, and it will not receive the proceeds of approximately $30 million before issue costs.

To this end, Resolution 2 seeks shareholder approval to the issue of T2 Shares under and for the purposes of Listing Rule 7.1.

ASX Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

(a) the T2 Shares will be issued to professional, sophisticated and other exempt investors who are not related parties, identified by the book build conducted by the Lead Managers. There are no participants in Tranche 2 of the Placement that are investors required to be disclosed under ASX Guidance Note 21, such as related parties of the entity, member of the Company’s key management personnel, substantial shareholders of the Company and advisors of the Company, with more than 1% of the current issued capital proposed to be issued to them from T2 Shares;
(b) the number and class of securities to be issued are 37,500,000 fully paid ordinary shares;
(c) the date by which the Company will issue the securities will be no later than three (3) months after the date of this Meeting (or such later date as may be approved by ASX);
(d) the issue price of the T2 Shares will be $0.80 (80 cents) per share; and
(e) the proceeds of the issue will be applied towards acceleration of the Company’s Katanning Gold Project ( KGP ) towards a final investment decision including:

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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(i) construction of a workforce accommodation facility, deposits on long-lead items permitting, and progressing the Company’s material contract tendering strategy;
(ii) land acquisition payments;
(iii) further KGP regional exploration activities; and
(iv) general working capital, corporate costs and costs of the capital raising.

Board Recommendation

The Board recommends that shareholders vote in favour of this Resolution. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

Voting Exclusions

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of any person who is expected to participate in the issue of securities which are the subject of the relevant resolution or who will obtain a material benefit as a result of the issues of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associates of that person or those persons.

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

(a) a person as a 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
(b) 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
(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.

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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RESOLUTION 3 – APPROVAL TO GRANT 768,750 PERFORMANCE RIGHTS TO EXECUTIVE CHAIRMAN, MR JOHN DORWARD

Background

Resolution 3 seeks shareholder approval to grant 768,750 Performance Rights ( Performance Rights ) to Mr John Dorward, Executive Chairman of the Company, or his nominee(s), as part of a grant of Performance Rights which has been made to other employees of the Company in accordance with the Company’s Employee Incentive Plan.

The Performance Rights to be granted to Mr John Dorward (or his nominees) will be granted under the Company’s Employee Incentive Plan (approved by Shareholders at the Company’s annual general meeting held on 26 November 2024) ( EIP ) and will be subject to the terms detailed in Schedule 1 and the EIP (summarised in Schedule 2), with each having an expiry date of 3 years from the date of their issue and will vest subject to the satisfaction of the relevant vesting conditions set out in Schedule 1.

The grant of Performance Rights under the EIP is intended to align the interests of employees with the owners of the Company. The grant of Performance Rights encourages Mr John Dorward to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through additional share ownership.

Under the Company’s current circumstances, the Directors consider that the incentives intended for Mr John Dorward represented by the grant of these Performance Rights are a cost effective and efficient means for the Company to provide a reward and an incentive, as opposed to alternative forms of incentive, such as the payment of additional cash compensation. In particular, the Board considers that the value attributed to the Performance Rights and their associated terms and conditions represent reasonable remuneration for Mr Dorward, as if the Company and Mr Dorward were dealing at arm’s length.

Terms of Performance Rights

The material terms and conditions of the Performance Rights are set out in Schedule 1 to the Notice of Meeting. The key terms are summarised as follows:

Number and Type : 768,750 Performance Rights. Each Performance Right will entitle the holder to be issued one fully paid ordinary share in the Company, subject to satisfaction of the applicable conditions. Performance Rights do not carry any dividend or voting rights, or, in general, a right to participate in other corporate actions such as bonus issues.
Performance Period : Three years from date of grant.
Vesting Conditions : As set out in Schedule 1.

The Performance Rights contain market-based vesting conditions and have been valued based on the terms of the Performance Rights and certain assumptions. Any change in the variables applied in the calculations between the date of the valuation and the date that the Performance Rights are issued would have an impact on their value. Based on the terms of the Performance Rights and certain assumptions, it is considered that the estimated average value of the Performance Rights to be granted to Mr John Dorward (or his nominee(s)) is $0.7032 per Performance Right.

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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ASX Listing Rules Requirements

As noted above, the Company is proposing to issue Performance Rights to Mr John Dorward (the “ Issue ”).

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

(a) a director of the company (ASX Listing Rule 10.14.1);
(b) an associate of a director of the company (ASX Listing Rule 10.14.2); or
(c) a person whose relationship with the company or a person referred to in ASX Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders (ASX Listing Rule 10.14.3),

unless it obtains the approval of its shareholders.

The Issue falls within ASX Listing Rule 10.14.1, as the proposed recipient is a Director of the Company and the Plan constitutes an “employee incentive scheme” under the ASX Listing Rules, and therefore requires the approval of the Company’s shareholders under ASX Listing Rule 10.14.

This Resolution therefore seeks shareholder approval for the Issue under and for the purposes of ASX Listing Rule 10.14.

If this Resolution is passed, the Company will be able to proceed with the issue of the Performance Rights and Mr Dorward will receive the number of Performance Rights set out above, resulting in a potential increase in his shareholding if the Performance Rights vest and are converted to shares.

If this Resolution is not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mr Dorward and Mr Dorward will not receive the Performance Rights or any potential shares as described.

If approvals are given under ASX Listing Rule 10.14, approvals will not be required under ASX Listing Rule 7.1.

Disclosures for the purposes of ASX Listing Rule 10.15

The following disclosures are made for the purposes of ASX Listing Rule 10.15:

(a) the proposed recipient is Mr John Dorward (and/or his nominee(s));
(b) Mr Dorward falls within ASX Listing Rule 10.14.1, as he is a Director of the Company;
(c) the class of securities to be issued to Mr Dorward (and/or his nominee) is Performance Rights;
(d)
the number of Performance Rights is 768,750;
(e) Mr Dorward’s current remuneration package consists of a total fixed annual remuneration of $410,000, inclusive of superannuation and excluding the value of any short-term or long-term incentives or share-based payments; any short-term or long-term incentives will be subject to Board’s discretion and the necessary shareholder approvals;

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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(f) the total number of securities previously issued to Mr Dorward under the EIP is 1,378,845 with nil average acquisition price;
(g) information about the securities is as follows:
(i) A summary of the material terms of the securities is set out in Schedule 1;
(ii) An explanation for the use of this type of security is as follows:
- a. The Company has decided to issue Performance Rights to Mr John Dorward (or his nominees) instead of other forms of securities or cash to attract and ensure continuity of Mr John Dorward’s service, in each case while maintaining the Company’s cash reserves.
- b. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights to Mr John Dorward (or his nominees) upon the terms proposed;
(iii) The total value that the Company attributes to these securities is $540,600 ($0.7032 per Performance Right), calculated based on valuation date of 4 December 2025, using the relevant Hoadley Option Valuation Model taking into account, the exercise price and expected life of the instrument, the current price of the underlying share or unit and its expected volatility, expected dividends and the risk-free interest rate for the expected life of the instrument, and where appropriate, the hurdles associated with vesting conditions:

Variable	Assumptions
	Hurdle 1	Hurdle 2
Share Price	$0.9150 (or 91.5 cents) as at 4 December 2025	$0.9150 (or 91.5 cents) as at 4 December 2025
Exercise Price	Nil	Nil
Interest Rate	3.89% per annum	3.89% per annum
Stock Volatility	71%	71%
Index Volatility	-	20%
Correlation	-	0.28
Time (years to vesting/expiry)	2.99 years	2.99 years
Dividend yield	-	-

Although the Performance Rights are subject to performance Hurdle 1 and Hurdle 2, all the rights will vest immediately if the share price target milestone is met. In relation to the target share price milestone, the combination of Barrier1 Model and Hoadley’s Parisian Model were used with the following assumptions:

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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Inputs	Assumptions
Share Price	$0.9150 (or 91.5 cents) as at 4 December 2025
Exercise Price	Nil
Share price target	$1.60
Implied barrier price	$1.9040
Time (years to vesting/expiry)	2.99 years
Stock Volatility	71%
Interest Rate	3.89% per annum
Dividend yield	-

Based on the assessment, the higher of the two alternative vesting milestones indicates the higher likelihood of achieving that milestone, the valuation given to these rights was therefore based on the target share price of $1.60 for both the Hurdle 1 and Hurdle 2 tranches.

(h) the Company expects to issue the Performance Rights within one (1) month after the date of the Meeting, and in any event, no later than three (3) years after the date of the Meeting;
(i) the Performance Rights will be granted to Mr Dorward at a nil issue price;
(j) the material terms of the Performance Rights can be found in Schedule 1 to the Notice of Meeting and Material Terms of the EIP in Schedule 2;
(k) no loan will be made by the Company in relation to the grants of Performance Rights to Mr Dorward;
(l) details of any securities issued under the EIP will be published in the Annual Report of the Company relating to a period in which the securities were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14;
(m) any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the EIP after this resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

In addition, Mr Dorward currently has 5,299,900 shares, 833,334 options (expiring 30 May 2027) and 2,500,00 performance rights.

Board Recommendation

The Board (with Mr Dorward abstaining) recommends that shareholders vote in favour of this resolution. The Chair of the meeting intends to vote undirected proxies in favour of this resolution.

Voting Exclusions

The Company will disregard any votes cast in favour of either of this resolution by or on behalf of:

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(a) a person referred to in Listing Rule 10.14.1 (a director of the Company, including Mr John Dorward being a director proposed to be granted Performance Rights pursuant to this resolution, and being the officer of the Company who might receive termination benefit if this resolution is passed), 10.14.2 (an associate of a director of the Company) or 10.14.3 (a person whose relationship with the Company or a director of the Company or their associate is such that the ASX is of the opinion that the acquisition should be approved by security holders), who is eligible to participate in the Company’s employee incentive scheme; or

(b) an associate of that person or those persons.

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

(a) a person as a 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
(b) 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
(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.

Restriction on KMPs voting undirected proxies

In accordance with section 250BD of the Corporations Act, a vote must not be cast as proxy on either of this resolution by a member of the Key Management Personnel (as defined by the Corporations Act), or a closely related party of a member of Key Management Personnel, where that proxy appointment does not specify the way the proxy is to vote on the relevant resolution, and any such vote purported to be cast will be disregarded. However, a person described above may cast a vote on either of this resolution as a proxy if:

(a) the KMP Voter is the Chair of the Meeting; and
(b) the written appointment of the Chair as proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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GLOSSARY

Any term defined within the Explanatory Statement (as indicated in bold) has the meaning given therein and the following terms and abbreviations used in this Explanatory Statement have the following meanings:

$	Australian Dollars.
Accounting Standards	has the meaning given to that term in the Corporations Act.
Extraordinary General MeetingorEGMorMeeting	the Extraordinary General Meeting of the Company to be held on Monday, 12 January 2026.
AWST	Australian Western Standard Time.
AEDT	Australian Eastern Daylight Time.
ASIC	Australian Securities and Investments Commission.
Associate	has the meaning given to that term in the Corporations Act.
ASX	ASX Limited (ACN 008 624 691).
ASX Listing RulesorListing RulesorLR	the Official Listing Rules of ASX, as amended from time to time.
Board	the board of Directors of the Company.
Chair	the person appointed to chair the Meeting convened by the Notice.
CompanyorAusgoldorAUC	Ausgold Limited (ABN 67 140 164 496).
Constitution	means the Company’s constitution.
Corporations Act	Corporations Act 2001(Cth) as amended from time to time.
Corporations Regulations	Corporations Regulations 2001(Cth) as amended from time to time.
Director	means a director of the Company.
Equity Securities	has the meaning given to that term in the Listing Rules.
Explanatory Statement	the Explanatory Statement which accompanies and forms part of the Notice of Meeting.
Key Management Personnel orKMP	has the meaning given to that term in the Corporations Act.
Lead Managers	means the lead managers of the Placement, being Canaccord Genuity (Australia) Limited, Euroz Hartleys Limited and SCP Resource Finance LP.
NoticeorNotice of Meeting	the notice convening the Meeting which accompanies this Explanatory Statement.
Placement	means the placement announced by the Company on 19 November 2025.

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PlanorEmployee Incentive PlanorEIP	means the employee incentive plan approved by shareholders at the Company’s Annual General Meeting held on 26 November 2024.
Proxy Form	the proxy form which accompanies this Notice by way of email where the shareholder has elected to receive notices by email, or the personalised proxy form accompanying the notice circulated by way of post where the shareholder has not elected to receive notices by email.
Closely Related Party	has the meaning given to that term in the Corporations Act.
Share	a fully paid ordinary share in the Company.
ShareholderorMember	a registered holder of a share.

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SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

(a) Each Performance Right entitles the holder to subscribe for and be issued one fully paid ordinary share in the capital of Ausgold Limited.
(b) The Performance Rights are to be issued for nil acquisition price.
(c) The exercise price of a Performance Right is nil.
(d) Subject to the terms of the EIP, the Performance Rights will vest and can be exercised upon satisfaction of the relevant vesting conditions as set out below:

Vesting Conditions – Mr John Dorward

Measurement criteria

Vesting Period	Date of issue through to Performance Test Date
Performance Test Date	1 December 2028
Performance Benchmarks	December 2025 AUC SPP Price ($0.80) November 2025 XMM average close (6,656)
Performance Test Assessment	November 2028 AUC VWAP November 2028 XMM average close

Performance Hurdle 1: 50% of Performance Rights will vest conditional on AUC’s absolute Total Shareholder Return ( TSR ) performance as set out below:

AUC TSR over measurement period:	Percentage of Performance Rights vesting
15% pa compounding annually or greater	100%
7.5% pa compounding annually	50%^
Less than 7.5% pa compounding	0%

^Straight line pro-rata vesting between 7.5% and 15%

Performance Hurdle 2: 50% of Performance Rights will vest conditional on AUC’s TSR performance compared to the S&P/ASX 300 Metals & Mining Index (ASX:XMM) ( Index ) as set out below:

Performance Level	AUC performance relative to Index	Percentage of Performance
	over measurementperiod	Rights vesting^^

Stretch	>Index movement +15%	100%
Between Target & Stretch	> Index movement +5% & <+15%	Pro-rata
Target	Index movement +5%	50%
Between Threshold	> Index movement <+5%	Pro-rata

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& Target
Threshold	= Index movement	25%
Below Threshold	< Index movement	0%

^^ Provided that zero Performance Rights will vest if the AUC TSR is negative over the measurement period.

The Performance rights will automatically vest early if at any time after the grant date the AUC share price trades (based on the daily VWAP) at 100% premium to the Performance Benchmark price for not less than 10 continuous Business Days.

(e) Subject to the terms of issue, the Performance Rights will expire at 5.00 pm (AWST) on the date that is 3 years from the date of their grant.
(f) The Performance Rights are only transferable with the prior written consent of the Company.
(g) The Performance Rights do not:
(i) carry any voting rights in the Company, except as required by law;
(ii) entitle the holder to any dividends;
(iii) confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
(iv) confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company; or
(v) confer the right to participate in new issues of securities such as bonus issues or entitlement issues, unless and until the applicable performance milestone is achieved and the Performance Rights are converted into Shares.
(h) The terms of the EIP (as summarised in Schedule Two) otherwise apply to the Performance Rights. To the extent of any inconsistency between the terms of the Performance Rights and the terms of the EIP, the terms of the Performance Rights prevail.

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SCHEDULE 2 – SUMMARY OF THE EMPLOYEE INCENTIVE PLAN

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Eligibility: The committee which has been delegated power by the Board to administer the EIP ( EIP Committee ) or, if there has been no delegation, the Board, may provide an invitation to an Eligible Employee to apply for the issue (or transfer) of Shares, options to acquire Shares ( Options ) or rights to receive Shares ( Rights ) (together, Incentives ) pursuant to the EIP ( Offer ) from time to time.

For these purposes “ Eligible Employee ” means a full-time or part-time employee of the Company and its subsidiaries ( Group ) (including any employee on parental leave, long service leave or other special leave as approved by the EIP Committee), a director of a Group member who holds a salaried employment or office in a Group member, a Director (whether executive or non-executive) or such other persons as the Directors or the EIP Committee determine ( Employee ) whom the EIP Committee determines is to be issued (or transferred) Incentives under the EIP. Where such an Eligible Employee holds Incentives issued under the EIP, the person becomes a participant under the EIP ( Participant ).

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Nominated Party: An Eligible Employee may apply for Incentives the subject of an Offer to be granted or issued to (if approved by the EIP Committee) that person's spouse, biological or legally adopted child of at least 18 years of age, trustee/s of a trust set up wholly for the benefit of one or more Eligible Employees or their related persons, or a company in which all of the issued shares and voting rights are beneficially held by the Eligible Employee or its related persons or any other person approved by the Company provided that the person is an Associate (as defined in section 318(1) of the Income Tax Assessment Act 1936 (Cth)) ( Nominated Party ). A reference to a Participant in this summary also includes their Nominated Party (where applicable).
EIP limit : Offers made under the EIP in respect of the issue, transfer or exercise of an Incentive are subject to an issue cap of 5% of the number of Shares on issue (as adjusted or increased as permitted by law and under the Constitution from time to time).
Offer: The Offer must state:
(i) the name and address of the Eligible Employee to whom the Offer is made;
(ii) the date of the Offer;
(iii) the final date that a Participant may accept the invitation constituted by the Offer;
(iv) the maximum number of Incentives the Eligible Employee may apply for;
(v) the grant conditions (if any) attaching to the Incentives the subject of the Offer;
(A) in respect of an Offer of Shares:
(B) the vesting conditions (if any) attaching to the Shares;
(C) the issue price (if any) or the manner of determining the issue price (if any) of the Shares; and
(D) the terms and conditions of any loan that the Company will make to the Participant (if applicable) for the purpose of acquiring or subscribing for Shares;
(vi) in respect of an Offer of Options or Rights:
(A) the issue price (if any) or the manner of determining the issue price (if any) of the Options or Rights;

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(B) the first exercise date of the Options or Rights;
(C) the last exercise date of the Options or Rights;
(D) the exercise price (if any) or the manner of determining the exercise price (if any) of the Options or Rights;
(E) the vesting conditions (if any) attaching to the Options or Rights; and
(vii) if the Shares to be issued or transferred upon exercise of the Options or Rights are restricted Shares, details of the restriction;
(viii) the vesting period (if any) applicable to the Incentives; and
(ix) any other specific terms and conditions applicable to the Offer, including that the Offer is made under Division 1A of Part 7.12 of the Corporations Act.

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Terms of Offer: The terms and conditions applicable to an Offer, including the final acceptance date, the first exercise date, the last exercise date, any grant conditions, any vesting conditions and any vesting period, are as determined by the EIP Committee (in its absolute discretion).
Capital reconstructions: In the event that the Company:
(i) issues Shares by way of capitalisation of profits or reserves;
(ii) gives shareholders the right (pro-rata with existing shareholding and on terms including the payment of some consideration by the shareholders on exercising the right) to subscribe for additional Shares;
(iii) subdivides or consolidates the Shares;
(iv) returns issued share capital to holders of Shares;
(v) issues or cancels Shares on a pro-rata basis; or
(vi) reorganises its issued capital in any other manner that is not referred to above (other than in lieu of dividends or by way of a dividend reinvestment),

then subject to any provision in the Listing Rules, the EIP Committee may adjust any or all of the number of Shares issued pursuant to the Offer to a Participant as the EIP Committee deems appropriate.

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Bonus issues: Unless otherwise resolved by the EIP Committee when it makes an Offer, a Participant who holds Shares issued pursuant to the Offer has the same entitlement as any other shareholder in the Company to participate in any bonus issue, provided however, if the Shares held by the Participant are subject to any vesting conditions or any restrictions on sale imposed under the EIP, any shares issued to a Participant under the bonus issue will be subject to the EIP as if those shares were Shares issued under the Offer made to the Participant.
Vesting of Options and Rights: If Options or Rights are subject to any vesting conditions, the Option or Right may not be exercised unless and until those vesting conditions have been satisfied, reached or met and the Company has provided the Participant with a vesting notice. The EIP Committee may, at its discretion, by notice to the Participant reduce or waive the vesting conditions attaching to Options or Rights in whole or in part at any time.
Exercise of Options and Rights : Upon receiving a vesting notice with respect to their Incentives, a Participant may exercise those Incentives by delivery to the Company of a signed notice of exercise, the certificate for the Options or Rights and payment equal to the exercise price (if any) for the number of Options or Rights being exercised.

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Lapse of Options and Rights: Unless otherwise specified in the vesting conditions or determined otherwise by the EIP Committee, an Option or Right lapses on the earlier of:
(i) the date on which any vesting condition applicable to the Option or Right is not capable of being satisfied, reached or met in accordance with its terms;
(ii) the EIP Committee determining that a vesting condition applicable to the Option or Right is not capable of being satisfied, reached or met in accordance with its terms;
(iii) the day immediately following the last exercise date; or
(iv) the Option or Right otherwise lapsing in accordance with the rules of the EIP, including pursuant to cessation of employment (see (m) below), breach, fraud or misconduct (see (n) below) or a Corporate Control Event (see (o) below).

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Participation rights, bonus issues, rights issues, reorganisations of capital and winding up in respect of Options and Rights
(i) Participants holding Options or Rights are not entitled to participate in any new issue to existing holders of securities in the Company unless they have become entitled to exercise their Options or Rights under the EIP and they do so before the record date for the determination of entitlements to the new issue of securities and participate as a result of being holders of Shares.
(ii) If (whether before or during the exercise period) in respect of the Company, there is:
(A) a bonus issue of Shares or other securities to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), then the number of underlying Shares over which the Option or Right is exercisable is increased by the number of Shares which the Participant would have received if the Participant had exercised the Option or Right prior to such record date;
(B) a pro-rata issue of Shares (except a bonus issue) to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the exercise price (if any) of the Option or Right is reduced in accordance with the Listing Rules;
(C) a reorganisation of capital, then the rights of a Participant (including the number of Options or Rights to which each Participant is entitled and the exercise price, if any) are amended in accordance with the Listing Rules or as would be required by the Listing Rules; or
(D) a resolution for a members' voluntary winding up is proposed (other than for the purpose of a reconstruction or amalgamation) the EIP Committee may, in its absolute discretion, give written notice to Participants of the proposed resolution. Subject to the applicable vesting conditions, the Participants may, during the period referred to in the notice, exercise their Options or Rights if the exercise period for the Options or Rights has not expired.

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Disposal restrictions: The Shares acquired under this EIP pursuant to exercise of Options or Rights may be subject to restrictions on disposal.
Ceasing employment: If an Eligible Employee who is a Participant ceases to be an Employee during the vesting period due to resignation (other than due to total and permanent disablement, redundancy or death (each a Special Circumstance )), dismissal for cause or poor performance or any other circumstances (other than due to a Special Circumstance) determined by the EIP Committee to constitute a Bad Leaver ( Bad Leaver ) then, subject to compliance with the Listing Rules and the Corporations Act:

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(i) any unvested Shares held by the relevant Participant will be forfeited by the Participant and any unvested Options or Rights held by the relevant Participant will immediately lapse; and
(ii) any vested Options or Rights held by the relevant Participant must be exercised within 60 days of cessation of employment (or if they would be restricted from dealing in accordance with Company’s share trading policy, within 60 days of such restrictions ceasing to apply) or they will also lapse.

If an Eligible Employee who is a Participant ceases to be an Employee during the vesting period due to a Special Circumstance or otherwise for reasons other than as a Bad Leaver (Good Leaver):

(i) the relevant Participant will be entitled to retain a pro-rata amount of their unvested Incentives (based on the proportion of the vesting period that the Eligible Employee was an Employee, by reference to the number of whole months employed);
(ii) all other unvested Shares held by the relevant Participant will be forfeited by the Participant; and
(iii) all other unvested Options or Rights held by the relevant Participant will lapse.

Subject to compliance with the Listing Rules and the Corporations Act, if an Eligible Employee ceases to be an Employee during the vesting period, the EIP Committee may, notwithstanding the above, determine to treat any unvested Incentives held by the relevant Participant other than in the manner set out above, if the EIP Committee determines that the relevant circumstances warrant such treatment.

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Breach, fraud or misconduct : If the EIP Committee determines that a Participant at any time:
(i) has been dismissed or removed from office for a reason which entitles a Group member to dismiss the Participant (or Eligible Employee) without notice;
(ii) has been convicted on indictment of an offence against the Corporations Act in connection with the affairs of the Company or Group member;
(iii) has had a judgment entered against him or her in civil proceedings in respect of the contravention by the Participant (or Eligible Employee) of his or her duties at law, in equity or under statute in his or her capacity as an executive or Director of the Company or any Group member;
(iv) has committed an act of fraud, defalcation or gross misconduct in relation to the affairs of that body corporate (whether or not charged with an offence);
(v) is in material breach of any of his or her duties or obligations to a Group member; or
(vi) has done an act which brings the Group or any Group member into disrepute,

the EIP Committee may determine that:

(vii) all unvested Shares held by the relevant Participant will be forfeited by the Participant; and
(viii) all Options and Rights held by the relevant Participant will lapse.

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Change of Corporate Control: If a Corporate Control Event occurs, all Unvested Shares, Unvested Options and Unvested Rights held by a Participant will vest.

For these purposes a “ Corporate Control Event ” means one or more of the following events:

(i) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and:

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(A) that offer is or becomes unconditional; and
(B) the bidder and its associates collectively have or acquire a relevant interest (as defined in the Corporations Act) in at least 50% of the Shares on issue,

or:

(C) the requirements in sub-paragraphs (A) and (B) will be satisfied if some or all unvested Incentives vest and the offer is accepted in respect of the resulting vested Shares and Shares issued on exercise of vested Options and Rights; or
(D) the EIP Committee otherwise determines that the requirements in sub-paragraphs (A) and (B) are likely to be satisfied;
(ii) the Court makes an order under section 411(4)(b) of the Corporations Act approving a compromise or arrangement under Part 5.1 of the Corporations Act pursuant to which one or more third parties (acting alone or in concert, or forming part of the same corporate group) will acquire a relevant interest (as defined in the Corporations Act) in at least 50% of the Shares on issue, or the EIP Committee otherwise determines that the Court is likely to make such an order;
(iii) approval has been given by a resolution duly passed at a general meeting of the Company for an acquisition that would result in a person having voting power in the Company of more than 50% and:
(A) the acquisition is completed, such that the person and their associates collectively have or acquire a relevant interest (as defined in the Corporations Act) in at least 50% of the Shares on issue; or
(B) the EIP Committee otherwise determines that sub-paragraph (A) above is likely to be satisfied; or
(iv) any other merger, consolidation or amalgamation involving the Company occurs or is proposed where both of the following apply:
(A) the merger, consolidation or amalgamation results in the holders of Shares immediately prior to the merger, consolidation or amalgamation having relevant interests, in aggregate, in 50% or less of the voting shares in the body corporate resulting from the merger, consolidation or amalgamation; and
(B) the EIP Committee determines that the relevant circumstances constitute a Corporate Control Event for the purposes of the EIP.

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Clawback : If the EIP Committee becomes aware of a material misstatement in the Company’s financial statements relating to a vesting period or some other event has occurred during a vesting period which, as a result, means that the vesting conditions in respect of certain vested Options or Rights were not, or should not have been determined to have been, satisfied, then the Participant will cease to be entitled to those vested Options or Rights ( Affected Securities ) and the EIP Committee may:
(i) by written notice to the Participant cancel the relevant Affected Securities for no consideration or require that the Participant pay to the Company the after-tax value of the Affected Securities which have been converted into Shares, with such payment to be made within 30 Business Days of receipt of such notice; or
(ii) adjust fixed remuneration, incentives or participation in this EIP of a relevant Participant in the current year or any future year to take account of the after tax value of the Affected Securities.

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Ranking of Shares : Unless otherwise determined by the EIP Committee at the time of an Offer, all Shares issued (or transferred) pursuant to the Offer will rank equally with existing Shares on and from the date of their grant and Shares issued upon exercise of the Options or Rights will rank equally in all respects with existing Shares, except for entitlements which had a record date before the date of the issue of that Share.
Quotation : The Company will not seek official quotation of any Options or Rights. The Company will apply to the ASX for quotation of any Shares issued to Participants for the purposes of the EIP to the extent required by Listing Rule 2.4.
Appointment of trustee : The EIP Committee may appoint a trustee, on terms and conditions that it considers appropriate, to do all such things and perform all such functions as considered appropriate to enable the implementation of the EIP, including to acquire and hold Incentives or other securities of the Company, on behalf of Participants, for transfer to future Participants or otherwise for the purposes of the EIP.
Amendments to the EIP : Subject to the consent of Participants (where applicable under the EIP) and the Listing Rules, the EIP Committee or Board may, in its absolute discretion, at any time amend the EIP or waive or modify the application of any rules of the EIP in relation to any Participant. Any amendment may be given such retrospective effect as the EIP Committee or Board may determine from time to time.

Notice of Extraordinary General Meeting 9.00 am (AWST) 12 January 2026

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

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Ausgold Limited | ABN 67 140 164 496

Your proxy voting instruction must be received by 9:00am (AWST) on Saturday, 10 January 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 Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form: Online The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their https://investor.automic.com.au/#/loginsahps://investor.automic.com.au/#/loginsahs://investor.automic.com.au/#/loginsahginsahinsah or scan the QR code below using your smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form. 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. You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All BY MAIL: your shares will be voted in accordance with such a direction unless you indicate only a portion of voting Automic rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the GPO Box 5193 appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may Sydney NSW 2001 vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. IN PERSON: You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Automic Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a Level 5, 126 Phillip Street percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms Sydney NSW 2000 together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form:

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/#/home Shareholders sponsored by a broker should advise their broker of any changes.

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahps://investor.automic.com.au/#/loginsahs://investor.automic.com.au/#/loginsahginsahinsah or scan the QR code below using your smartphone

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.

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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

BY EMAIL:

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

[email protected]

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.

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE: https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Ausgold Limited, to be held at 9:00am (AWST) on Monday, 12 January 2026 at Level 1, 111 St Georges Terrace Perth, WA 6000 hereby:

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

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The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 3 (except where I/we have indicated a different voting intention below) even though Resolution 3 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
Resolutions For Against Abstain
1 RATIFICATION OF PRIOR ISSUE OF 62,500,000 SHARES UNDER PLACEMENT TRANCHE 1
2 APPROVAL TO ISSUE 37,500,000 SHARES UNDER PLACEMENT TRANCHE 2
3 APPROVAL TO GRANT 768,750 PERFORMANCE RIGHTS TO EXECUTIVE CHAIRMAN, MR JOHN DORWARD
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
SAMPLE
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AI assistant

AUSGOLD LIMITED — Proxy Solicitation & Information Statement 2025

64457_rns_2025-12-11_01b3bdc2-7a6e-454f-ab2b-9c2ff08c1088.pdf

Notice of General Meeting and Shareholder Letter

For further information please visit Ausgold’s website or contact:

AUSGOLD LIMITED – EXTRAORDINARY GENERAL MEETING

Notice of Meeting

Voting

Sophia Qing Huang

AUSGOLD LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

PROXY FORM

NOTICE OF EXTRAORDINARY GENERAL MEETING

AGENDA

By order of the Board

NOTES

4. Corporate Representative

5. How the Chair will vote Undirected Proxies

6. Voting Exclusion Statement

7. Enquiries

EXPLANATORY STATEMENT TO SHAREHOLDERS

INTRODUCTION

BACKGROUND TO RESOLUTIONS 1 AND 2 – TWO-TRANCHE PLACEMENT

Background

ASX Listing Rules

Board Recommendation

Voting Exclusions

Background

ASX Listing Rules

Board Recommendation

Voting Exclusions

Background

Terms of Performance Rights

ASX Listing Rules Requirements

Disclosures for the purposes of ASX Listing Rule 10.15

Board Recommendation

Voting Exclusions

(b) an associate of that person or those persons.

Restriction on KMPs voting undirected proxies

GLOSSARY

SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

Vesting Conditions – Mr John Dorward

Measurement criteria

SUBMIT YOUR PROXY

YOUR NAME AND ADDRESS

APPOINTMENT OF SECOND PROXY

SIGNING INSTRUCTIONS

CORPORATE REPRESENTATIVES

BY FACSIMILE:

PHONE:

APPOINT A PROXY:

More from AUSGOLD LIMITED

AUSGOLD LIMITED Proxy Solicitation & Information Statement 2025