BARYS RESOURCES LIMITED — AGM Information 2025

Oct 16, 2025

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ENRG ELEMENTS LIMITED

ACN 149 230 811

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of ENRG Elements Limited will be held at 10:00am AWST on Wednesday, 19 November 2025 at 52 Ord Street, West Perth WA 6005

This Notice should be read in its 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. Shareholders may vote by directed proxy in lieu of attending the Meeting in person. Proxy Forms for the Meeting should be lodged before 10.00am (AWST) Monday, 17 November 2025.

Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to info@enrg-alements.com by no later than 10.00am (AWST) on Monday, 17 November 2025.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6383 7888.

ENRG ELEMENTS LIMITED ACN 149 230 811

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of ENRG Elements Limited ( Company ) will be held at 10.00am (AWST) on Wednesday, 19 November 2025 at 52 Ord Street, West Perth WA 6005 ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 17 November 2025 at 4.00pm (AWST).

The Company advises that a poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1.

AGENDA

ANNUAL REPORT

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2025, which includes the Financial Report, Directors' Report and Auditor's Report.

1 RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."

Voting Prohibition

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution but expressly authorises the

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Chairperson to exercise the proxy, even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2 RESOLUTION 2 – ELECTION OF MR JIANDONG HE AS A DIRECTOR

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 14.4, article 7.2(b) of the Constitution and for all other purposes, Mr Jiandong He, appointed as Non-Executive Director effective from 13 June 2025, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

3 RESOLUTION 3 – ELECTION OF MR JOHN BOVARD AS A DIRECTOR

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 14.4, article 7.2(b) of the Constitution and for all other purposes, Mr John Bovard, appointed as Non-Executive Director effective from 13 June 2025, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

4 RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue of securities (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person (or those persons).

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

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and

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

Note: As at the date of this Notice, it is not known who may participate in any issue of Equity Securities under Resolution 4 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 4.

5 RESOLUTION 5 – APPOINTMENT OF AUDITOR

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, for the purposes of sections 327B(1)(b) of the Corporations Act and for all other purposes, HLB Mann Judd Pty Ltd, having consented in writing to act as auditor of the Company, be appointed as auditor of the Company, with effect from the later of, the passing of this Resolution and the grant of consent by ASIC to the resignation of the current auditor of the Company."

6 RESOLUTION 6 – APPROVAL OF THE EMPLOYEE INCENTIVE PLAN

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders authorise and approve the renewal of the Company's employee incentive plan ( Employee Incentive Plan ) and the grant of Shares, Options and Performance Rights under the Employee Incentive Plan and the issue of the underlying Shares upon the exercise or conversion of those Options and Performance Rights, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Employee Incentive Plan or an associate of that person (or those persons).

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

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and

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

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

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However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Dated: 14 October 2025

By order of the Board

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Shaun Menezes Company Secretary

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ENRG ELEMENTS LIMITED ACN 149 230 811

EXPLANATORY MEMORANDUM

1 INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 10.00am (AWST) on Wednesday, 19 November 2025 at 52 Ord Street, West Perth, WA 6005 (AWST).

This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted upon.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Adoption of the Remuneration Report Section 5 Resolution 2 – Election of Mr Jiandong He as a Director Section 6 Resolution 3 – Election of Mr John Bovard as a Director Section 7 Resolution 4 – Approval of 10% Placement Capacity Section 8 Resolution 5 – Appointment of Auditor Section 9 Resolution 6 – Approval of the Employee Incentive Plan Schedule 1 Definitions Schedule 2 Summary of Employee Incentive Plan Schedule 3 Nomination of Auditor

A Proxy Form is attached to the Notice.

2 ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice, including this Explanatory Memorandum, carefully before deciding how to vote on the Resolutions.

The Company advises that a poll will be conducted for all Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting (see details below) or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions detailed in the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting (subject to the voting exclusions detailed in the Notice).

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To vote by proxy, please complete and sign the enclosed Proxy Form and return it by:

(a) post to :

ENRG Elements Limited C/- Automic Registry Services GPO Box 5193 Sydney NSW 2001;

• (b) facsimile to :

Automic Registry Services:

(within Australia) +61 (2) 8583 3040

(outside Australia) – not applicable;

• (c) online at : https://investor.automic.com.au/#/loginsah using your secure access information or use your mobile device to scan your personalised QR code on the Proxy Form;

(d) email to : meetings@automicgroup.com.au,

so that it is received not later than 10.00AM (AWST) on Monday, 17 November 2025, being at least 48 hours before the Meeting. Proxy Forms received later than this time will be invalid.

Please note that:

• (e) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (f) a proxy need not be a member of the Company; and

• (g) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate’s representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

2.2

Attendance at the Meeting

If you attend the Meeting, please bring your personalised Proxy Form with you to assist with registration and (if possible) arrive at the venue 15 to 30 minutes before the start of the Meeting. Representatives from the Company's share registry, Automic Registry Services, will verify your shareholding against the Company's share register and note your attendance. If you do not bring your Proxy Form with you, you will still be able to attend the Meeting but you will need to verify your identity.

3 ANNUAL REPORT

In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at www.enrg-elements.com.au;

• (b) ask questions about, or comment on, the management of the Company; and

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• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:

• (a) the preparation and the content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies of the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than two business days before the Meeting (being, no later than 10.00 AM (AWST) on 17 November 2025) to the Company Secretary at the Company's registered office.

4 RESOLUTION 1 – REMUNERATION REPORT

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Director's Report contains the Remuneration Report which sets out:

• (a) the remuneration policy for the Company; and

• (b) the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Shareholders will have the opportunity to remove the whole Board except the Managing Director (if applicable) if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Remuneration Report did not receive a Strike at the 2024 annual general meeting. Please note if the Remuneration Report receives a Strike at the Meeting and if a second Strike is received at the 2026 annual general meeting, this may result in the re-election of the Board.

The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 1.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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5 RESOLUTION 2 – ELECTION OF MR JIANDONG HE AS A DIRECTOR

5.1 General

Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an addition to the board must not hold office, without re-election, past the next annual general meeting of the entity.

Article 7.6 of the Constitution allows the Directors to appoint a person as an addition to the Board at any time. Any Director so appointed holds office until the next general meeting or annual general meeting (as applicable) of members of the Company and is eligible for re-election at that meeting.

On 16 June 2025, the Company announced the appointment of Mr Jiandong He as a Non-Executive Director, effective immediately. Mr He was appointed as an addition to the Board.

Resolution 2 provides that Mr He retires and seeks re-election as a Director under Article 7.6(c) of the Constitution.

5.2 Qualifications and experience

Mr He is one of the founders of the Shenke Slide Bearing Corporation, a China listed company. He was appointed as the Chairman of A-Cap Energy Limited from 2020 to 2023. He is currently the Chairman of Zhejiang Shenke Group that the main business is Hydro stations and mining.

Mr He holds a Bachelor of Engineering.

The Board considers that Mr He, if elected, will not be classified as an independent Director.

If Resolution 2 is passed, Mr He will continue to be a Director.

If Resolution 2 is not passed, Mr He will cease to be a Director.

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

5.3 Board Recommendation

The Board (excluding Mr Jiandong He) supports the election of Mr Jiandong He and recommends that Shareholders vote in favour of Resolution 2.

6 RESOLUTION 3 – ELECTION OF MR JOHN BOVARD AS A DIRECTOR

6.1

General

Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an addition to the board must not hold office, without re-election, past the next annual general meeting of the entity.

Article 7.6 of the Constitution allows the Directors to appoint a person as an addition to the Board at any time. Any Director so appointed holds office until the next general meeting or annual general meeting (as applicable) of members of the Company and is eligible for re-election at that meeting.

On 16 June 2025, the Company announced the appointment of Mr John Bovard as a Non-Executive Director, effective immediately. Mr Bovard was appointed as an addition to the Board.

Resolution 3 provides that Mr Bovard retires and seeks re-election as a Director under Article 7.6(c) of the Constitution.

6.2 Qualifications and experience

Mr Bovard is an engineer with over 50 years’ experience in the mining industry, including at General Manager level on major projects including the Superpit in Kalgoorlie, the Phosphate Hill Fertiliser Project and the Oktedi and Porgera projects in PNG.

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Offshore experience has included 4 years in Thailand as General Manager of a major potash project, 10 years in PNG plus major trouble-shooting assignments in multiple overseas countries. Board experience includes as a Non-Executive Director with companies listed on the ASX, TSX and AIM plus 3 years as Chairman of Orbis Gold prior to its successful takeover by a Canadian company.

Mr Bovard holds a Bachelor of Engineering (Civil).

The Board considers that Mr Bovard, if elected, will be classified as an independent Director.

If Resolution 3 is passed, Mr Bovard will continue to be a Director.

If Resolution 3 is not passed, Mr Bovard will cease to be a Director.

Resolution 3 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

6.3 Board Recommendation

The Board (excluding Mr John Bovard) supports the election of Mr John Bovard and recommends that Shareholders vote in favour of Resolution 3.

7 RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

7.1 General

Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital without using that company's 15% placement capacity under Listing Rule 7.1 ( 10% Placement Capacity ).

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a market capitalisation equal to or less than A$300,000,000.

As at the date of the Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately A$3 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 10 October 2025). If on the date of the Meeting, the Company's market capitalisation exceeds A$300,000,000 or the Company has been included in the S&P/ASX 300 Index, then Resolution 4 will no longer be effective and must be withdrawn.

The Company is seeking Shareholder approval to issue Equity Securities under the 10% Placement Capacity. The number of Equity Securities to be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)).

If Resolution 4 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12 month period after the Meeting, in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to access the 10% Placement Capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval under Listing Rule 7.1.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairperson intends to exercise all available proxies in favour of Resolution 4.

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7.2 Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Capacity is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one quoted classes of Equity Securities, being Shares.

(c) Formula for calculating 10% Placement Capacity

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of Shares on issue at the commencement of the relevant period:

• (A) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

• (B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

• (I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

• (II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• (C) plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

• (I) the agreement was entered into before the commencement of the relevant period; or

• (II) the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;

• (D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;

• (E) plus the number of partly paid ordinary shares that became fully paid in the relevant period;

• (F) less the number of Shares cancelled in the relevant period.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

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(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 3,253,778,652 Shares and therefore has a capacity to issue:

• (i) 488,066,798 Equity Securities under Listing Rule 7.1; and

• (ii) subject to Shareholder approval being sought under Resolution 4, 325,377,865Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)).

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f)

10% Placement Period

Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

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

• (ii) the time and date of the entity’s next annual general meeting; or

• (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(the 10% Placement Period ).

7.3 Effect of Resolution

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

7.4

Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

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• (b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of listed Options, only if the listed Options are exercised). There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities;

• (c) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at 10 October 2025.

• (d) The table also shows:

• (i) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2			Dilution
		$0.0005 50% decrease in Issue Price	$0.001 Issue Price	$0.002 100% increase in Issue Price
Current Variable A 3,253,778,652 Shares	10% Voting Dilution	325,377,865	325,377,865	325,377,865
	Funds raised	$162,689	$325,378	$650,756
50% increase in current Variable A 4,880,667,978 Shares	10% Voting Dilution	488,066,788	488,066,788	488,066,788
	Funds raised	$244,033	$488,067	$976,134
100% increase in current Variable A 6,507,557,304 Shares	10% Voting Dilution	650,755,730	650,755,730	650,755,730
	Funds raised	$325,378	$650,756	$1,301,511

The table has been prepared on the following assumptions:

(iii) The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.

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• (iv) No Options (including any Options issued under the 10% Placement Capacity) are exercised into Shares before the date of the issue of the Equity Securities.

• (v) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (vi) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.

• (vii) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (viii) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares.

• (ix) The issue price is $0.001, being the closing price of the Shares on ASX on 10 October 2025.

• (e) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (f) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards the acquisition of new assets or investments (including expenses associated with such an acquisition), continued exploration and feasibility study expenditure on the Company's current assets and/or general working capital.

• (g) The Company will comply with the disclosure obligations under Listing Rules 3.10.3 and 7.1A(4) upon issue of any Equity Securities.

• (h) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the subscribers of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

• (i) The subscribers under the 10% Placement Capacity have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

• (j) In the 12 months preceding the date of the Meeting, the Company has not issued any Equity Securities under Listing Rule 7.1A.2.

• (k) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2024 annual general meeting.

• (l) A voting exclusion statement is included in the Notice for Resolution 4.

• (m) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue

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of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7.5 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 4.

8 RESOLUTION 5 – APPOINTMENT OF AUDITOR

8.1 General

Resolution 5 seeks Shareholder approval for the appointment of HLB Mann Judd Pty Ltd ( HLB ) as the auditor of the Company.

Subject to Shareholder approval, the Board has resolved to appoint HLB as the Company's auditor.

As at the date of this Notice, ASIC has not provided its consent to the resignation of RSM Australia Partners Pty Ltd as the Company's auditor.

Subject to ASIC consenting to the resignation of RSM Australia Partners Pty Ltd, it is proposed, following the nomination of HLB by a Shareholder (see Schedule 3) pursuant to section 328B of the Corporations Act, that the Company by Resolution 5 appoints HLB as new auditor of the Company with effect from the later of: (i) the passing of Resolution 5; and (ii) the grant of consent by ASIC to the resignation of the current auditor of the Company.

HLB has consented to act in the capacity of auditor, subject to the passing of Resolution 5, and all other requirements of the Corporations Act in relation to the appointment of an auditor have been, or at the date of this Notice are being met.

Resolution 5 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 5.

8.2 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 5.

9 RESOLUTION 6 – APPROVAL OF EMPLOYEE INCENTIVE PLAN

9.1

Background

The Board is proposing to adopt a new employee incentive scheme, known as the "Employee Incentive Plan" (Employee Incentive Plan ) to replace the Company's existing employee incentive plan ( Existing Plan ).

The Employee Incentive Plan enables the Company to grant Shares, Options and Performance Rights to eligible Directors, employees, consultants and contractors of the Company (and/or their nominee(s)) ( Eligible Participants ). The Employee Incentive Plan incorporates amendments in response to changes to the Corporations Act and other amendments over the Existing Plan which together the Board considers warrant the adoption of the Employee Incentive Plan to replace the Existing Plan, as opposed to making various piecemeal amendments to the Existing Plan.

Resolution 6 seeks Shareholder approval pursuant to Listing Rule 7.2, exception 13(b), to adopt the Employee Incentive Plan, and to enable Shares, Options and Performance Rights and Shares upon exercise or conversion of those Performance Rights or Options (together, Employee Incentives ) to be issued under the Employee Incentive Plan to Eligible Participants to be exempted from Listing Rule 7.1 for a period of three years from the date on which Resolution 6 is passed.

A summary of the Employee Incentive Plan, to be adopted pursuant to Resolution 6, is detailed in Schedule 2. Additionally, a copy of the Employee Incentive Plan is available for review by Shareholders

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at the registered office of the Company until the date of the Meeting. A copy of the Employee Incentive Plan can also be sent to Shareholders upon request to the Company's company secretary.

No Directors will receive securities pursuant to Resolution 6. For the avoidance of doubt, the Company must seek separate Shareholder approval under Listing Rule 10.14 in respect of any future issues of Employee Incentives under the Employee Incentive Plan to a Director or any other related party or person whose relationship with the Company or the related party is, in ASX's opinion, such that approval should be obtained.

The Employee Incentive Plan is intended to assist the Company to attract and retain key staff, whether employees, consultants or contractors. The Board believes that grants made to Eligible Participants under the Employee Incentive Plan will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the Employee Incentive Plan will:

• (a) enable the Company to incentivise and retain existing Key Management Personnel and other eligible employees, consultants and contractors needed to achieve the Company's business objectives;

• (b) link the reward of key staff with the achievement of strategic goals and the long-term performance of the Company;

• (c) align the financial interest of participants of the Employee Incentive Plan with those of Shareholders; and

• (d) provide incentives to participants under the Employee Incentive Plan to focus on superior performance that creates Shareholder value.

If Resolution 6 is passed, the Company will be able to issue Employee Incentives to Eligible Participants under the Employee Incentive Plan up to a maximum of 325,377,865 securities without using up any of the Company’s 15% placement capacity under Listing Rule 7.1. However, the Company will be required to seek Shareholder approval for the issue of any Employee Incentives issued under the Employee Incentive Plan to eligible Directors pursuant to Listing Rule 10.14.

If Resolution 6 is not passed, the Company may still issue Employee Incentives to Eligible Participants under the Employee Incentive Plan but any issue will reduce, to that extent, the Company’s 15% placement capacity under Listing Rule 7.1 for 12 months following the issue. However, the Company will be required to seek Shareholder approval for the issue of any Employee Incentives issued under the Employee Incentive Plan to eligible Directors pursuant to Listing Rule 10.14.

Resolution 6 is an ordinary resolution.

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

9.2 Listing Rule 7.1 and Listing Rule 7.2 (exception 13)

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any Equity Securities, or other securities with rights to convert to equity (such as an Option or Performance Right), if the number of those securities exceeds the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.2 (exception 13(b)) provides an exception to Listing Rule 7.1. The effect of Shareholder approval under Listing Rule 7.2 (exception 13(b)) is that any issues of Employee Incentives and Shares resulting from the exercise of Employee Incentives under the Employee Incentive Plan are treated as having been made with the approval of Shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2 (exception 13(b)) lasts for a period of three years.

Listing Rule (exception 13(b)) is only available if and to the extent that the number of Equity Securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

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9.3 Specific information required by Listing Rule 7.2

The following information in relation to Resolution 6 is provided to Shareholders for the purposes of Listing Rule 7.2 (exception 13):

• (a) The material terms of the Employee Incentive Plan are summarised in Schedule 2.

• (b) The Company has not issued any securities under the Employee Incentive Plan pursuant to Listing Rule 7.2, exception 13(b) as this is the first time that Shareholder approval is being sought for the adoption of the Employee Incentive Plan.

• (c) The maximum number of securities proposed to be issued under the Employee Incentive Plan following Shareholder approval is 325,377,865 securities, being no more than 10% of the total number of Shares on issue at the date of the Notice.

• (d) A voting exclusion statement is included in the Notice for Resolution 6.

9.4 Board Recommendation

The Board is excluded from voting on Resolution 6 pursuant to the Listing Rules as the Board is eligible to participate under the Employee Incentive Plan. Accordingly, the Board declines to make a recommendation to Shareholders on Resolution 6.

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Schedule 1

Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Capacity has the meaning given in Section 7.1.

10% Placement Period has the meaning given in Section 7.2(f).

Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial period ended 30 June 2025.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor's Report means the auditor's report on the Financial Report.

AWST means Australian Western Standard Time

Board means the board of Directors of the Company.

Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company means ENRG Elements Limited ACN 149 230 811.

Constitution means the constitution of the Company as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Eligible Entity has the same meaning as in the Listing Rules.

Eligible Participant has the meaning given in Section 9.1.

Equity Securities has the meaning given in the Listing Rules.

Employee Incentives has the meaning given in Section 9.1.

Employee Incentive Plan has the meaning given in Section 9.1.

Existing Plan has the meaning given in Section 9.1.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

HLB means HLB Mann Judd Pty Ltd.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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Listing Rules means the listing rules of ASX.

Managing Director means the managing director of the Company.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

Option means an option which entitles the holder to subscribe for a Share.

Performance Rights means a right to acquire a Share.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution detailed in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Shareholder means a holder of one or more Shares in the Company.

Strike has the meaning given in Section 4.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means the volume weighted average price.

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Schedule 2

Summary of Employee Incentive Plan

The material terms of the Employee Incentive Plan ( Plan ) are summarised below.

1 Definitions

For the purposes of the Plan:

• (a) Agreed Leaver means a Participant who ceases to be an Eligible Participant in any of the following circumstances:

• (i) the Participant and Board have agreed in writing that the Participant has entered into bona fide retirement;

• (ii) the Participant and the Board have agreed in writing that the Participant’s role has been made redundant;

• (iii) the Board has determined that:

  • (A) Special Circumstances apply to the Participant; or

  • (B) the Participant is no longer able to perform their duties under their engagement or employment arrangements with the Company due to poor health, injury or disability;

• (iv) the Participant’s death; or

• (v) any other circumstance determined by the Board in writing.

• (b) Allocated Share means a Share issued, transferred or allocated directly, pursuant to an Offer under the Plan (but excluding, for the avoidance of doubt, Shares issued, transferred or allocated:

• (i) pursuant to the exercise of an Option; or

• (ii) pursuant to the conversion of a Performance Right,

under the Plan).

• (c) Change of Control Event means:

• (i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

• (ii) a Takeover Bid:

  • (A) is announced;

  • (B) has become unconditional; and

  • (C) the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares; or

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• (iii) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

• (d) Director means a Director of the Company, or any member of the Group.

(e) Eligible Participant means:

• (i) Directors and Employees who are determined by the Board in its sole and absolute discretion to be eligible to receive grants of Employee Incentives; or

• (ii) any other person who is determined by the Board in its sole and absolute discretion to be eligible to receive grants of Employee Incentives.

• (f) Employee means any employee, consultant or contractor of the Company, or any member of the Group.

• (g) Employee Incentive means any:

• (i) Share, Option or Performance Right granted, issued or transferred; or

• (ii) Share(s) issued pursuant to the exercise of an Option or conversion of a Performance Right,

under the Plan.

• (h) Employee Share Scheme has the meaning given to that term in the Corporations Act.

• (i) ESS Interest has the meaning given to that term in the Corporations Act.

• (j) Group means the Company and its associated entities (including subsidiaries).

• (k) Non-Agreed Leaver means a Participant who ceases to be an Eligible Participant and:

• (i) does not meet the Agreed Leaver criteria; or

• (ii) meets the Agreed Leaver criteria but the Board has determined in writing that they be treated as a Non-Agreed Leaver.

• (l) Offer means an offer to an Eligible Participant, in the prescribed form, to apply for the grant of Employee Incentives under the Plan.

• (m) Participant means:

• (i) an Eligible Participant who has been granted Employee Incentives under the Plan; or

• (ii) where an Eligible Participant has made a nomination:

  • (A) the Eligible Participant; or

  • (B) the nominee of the Eligible Participant who has been granted Employee Incentives under the Plan,

as the context requires.

• (n) Performance Period means the period in which the Vesting Conditions must be satisfied in respect of an Employee Incentive.

• (o) Special Circumstances means any of the following:

• (i) the death of the Participant; or

• (ii) the total and permanent disablement of the Participant such that the Participant is unlikely ever to engage in any occupation for which the Participant is reasonably qualified by education, training or experience.

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• (p) Vesting Conditions means any condition(s) (as specified in the Offer and determined by the Board in its sole and absolute discretion) which must be satisfied or waived in order for Employee Incentives to vest in accordance with their terms.

2 Participation

• (a) The Board may from time to time in its sole and absolute discretion determine that an Eligible Participant may participate in the Plan.

• (b) Following determination that an Eligible Participant may participate in the Plan, the Board may at any time, and from time to time, make an Offer to the Eligible Participant.

3 Maximum Allocation

The maximum number of Employee Incentives that may be granted pursuant to the Plan must not at any time exceed 10% of the total number of Shares on issue ( Maximum Allocation ) and:

• (a) in respect of an Offer of Employee Incentives for monetary consideration, an Offer of Employee Incentives may only be made if the Company reasonably believes that:

• (i) the total number of Shares that may be issued comprising the Employee Incentives (including upon exercise or conversion of Options or Performance Rights); and

• (ii) the total number of Shares that have been issued, or may be issued, comprising:

  • (A) Employee Incentives (including upon exercise or conversion of Options or Performance Rights) issued, or which may be issued, under Offers that were both received in Australia and made in connection with the Plan; and

  • (B) ESS Interests (including upon exercise or conversion of ESS Interests) issued, or which may be issued, under offers that were both received in Australia and made in connection with any Employee Share Scheme other than the Plan,

(in aggregate, and whether offered for monetary consideration or no monetary consideration) during the previous three (3) years ending on the day the proposed Offer is made,

does not exceed 5% of the total number of Shares on issue as at the start of the day on which the proposed Offer is made (or if the Constitution specifies an issue cap percentage, that percentage); and

• (b) in respect of an Offer of Employee Incentives for no monetary consideration:

• (i) the Maximum Allocation must not be exceeded; and

• (ii) such Offer must not cause the limit referred to under item 3(a) above to be exceeded.

For the avoidance of doubt, where an Employee Incentive lapses without being exercised, the Employee Incentive concerned shall be excluded from any calculation described under item 3.

The Maximum Allocation may be increased by Board resolution.

4 Nominee

Unless expressly permitted in the Offer or by the Board, an Eligible Participant may only submit an Application in the Eligible Participant's name and not on behalf of any other person.

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If an Eligible Participant is permitted in the Offer or by the Board, the Eligible Participant may nominate certain related persons or entities (each, a Nominee ) to be issued the Employee Incentives the subject of the Offer.

5 Employee Share Trust

The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Shares for Participants under the Plan and delivering Shares to Participants for an issue of Shares upon exercise of the Options or the vesting of a Performance Right or otherwise.

6 Vesting Conditions

The Board may at its sole discretion determine the Vesting Conditions which will apply to any Employee Incentives. The Vesting Conditions will specify the criteria that the Eligible Participant is required to meet in the specified Performance Period (if any) in order to exercise Options or for Performance Rights to vest to become entitled to receive Shares under the Plan.

The Board may vary the Vesting Conditions and/or the Performance Period after the grant of those Employee Incentives, subject to:

• (a) the Company complying with any applicable laws;

• (b) the Vesting Conditions and/or the Performance Period as varied being no less favourable to the Participant than the terms upon which the Employee Incentives were originally granted; and

• (c) the Board promptly notifying a Participant of any such variation.

The Board will determine in its sole discretion whether (and, where applicable, to what extent) the Participant has satisfied the Vesting Conditions applicable to the relevant Performance Period.

Where Employee Incentives have not satisfied the Vesting Conditions within the Performance Period, those Employee Incentives will automatically lapse.

7 Cash settlement

Notwithstanding any other provision of the Plan, the Board may (in its absolute discretion) make one or more Offers of Options or Performance Rights on terms and conditions which provide that the Board has the absolute discretion to determine whether, upon exercise of any such Options or conversion of any such Performance Rights, instead of Shares being issued to be held by or on behalf of the Eligible Participant, a cash payment will instead be made to the Eligible Participant (or its Nominee, where applicable), with the methodology for determining the amount of that payment being specified in the terms and conditions of those Options or Performance Rights, as determined by the Board.

The terms of Options or Performance Rights the subject of an Offer described under item 7 above may also (in the Board's absolute discretion) provide for the Company to deduct from the cash payment referred to in that item an amount on account of one or more of the following:

• (a) any applicable tax the Company is required to withhold (or otherwise deduct) in connection with such cash payment;

• (b) any superannuation or pension amount the Company is required to pay in connection with such cash payment; and

• (c) any Exercise Price (to the extent not already paid) relating to any relevant Options being exercised (if any).

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8 Cashless Exercise

The terms of any Options may provide that a Participant may elect to pay the exercise price for each Option by setting off the total exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the Participant will receive Shares to the value of the surplus after the exercise price has been set off.

9 Lapsing of Employee Incentives

Subject to the "Agreed Leaver" provisions below or the Board deciding otherwise, a Participant's Employee Incentives shall automatically lapse and be cancelled for no consideration on the earliest to occur of the following:

• (a) where the Participant is a Non-Agreed Leaver, upon the occurrence of a lapsing event in accordance with item 11 below;

• (b) where item 12 below applies;

• (c) if the applicable vesting conditions are not achieved by the end of the relevant performance period;

• (d) if the Board determines in its reasonable opinion that the applicable vesting conditions have not been met or cannot be met prior to the expiry date of the Employee Incentive or the end of the relevant performance period (as applicable);

• (e) the expiry date of the Employee Incentive;

• (f) the receipt by the Company of notice from the Participant that the Participant has elected to surrender the Employee Incentives; or

• (g) any other circumstances specified in any Offer letter pursuant to which the Employee Incentives were issued.

10 Agreed Leaver

• (a) Subject to item 10(b) below, where a Participant who holds Employee Incentives becomes an Agreed Leaver:

• (i) all vested and (subject to item 10(a)(ii) below) unvested Employee Incentives which have not been exercised in accordance with the Plan rules will continue in force, unless the Board determines otherwise in its sole and absolute discretion; and

• (ii) the Board may at any time, in its sole and absolute discretion, do one or more of the following:

  • (A) permit unvested Employee Incentives held by the Agreed Leaver to vest;

  • (B) amend the Vesting Conditions or reduce the relevant exercise period of unvested Employee Incentives; or

  • (C) determine that the unvested Employee Incentives will lapse.

• (b) Where a person is an Agreed Leaver due to a Special Circumstance, the Participant's nominated beneficiary shall be entitled to benefit from any exercise of the above discretionary powers by the Board.

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11 Non-Agreed Leaver

Where a Participant who holds Employee Incentives becomes a Non-Agreed Leaver:

• (a) unless the Board determines otherwise, in its sole and absolute discretion, all unvested Employee Incentives will immediately lapse; and

• (b) unless the Board determines otherwise, in its sole and absolute discretion, all vested Employee Incentives will lapse 30 days after the Participant who holds Employee Incentives becomes a Non-Agreed Leaver (if they have not already lapsed by the end of that period).

12 Forfeiture events

Where, in the reasonable opinion of the Board, a Participant or Former Participant (which for the avoidance of doubt may include an Agreed Leaver):

• (a) acts fraudulently or dishonestly;

• (b) willfully breaches his or her duties to the Company or any member of the Group; or

• (c) has, by any act or omission, in the opinion of the Board (determined in its absolute discretion):

• (i) brought the Company, the Group, its business or reputation into disrepute; or

• (ii) is contrary to the interest of the Company or the Group;

• (d) commits any material breach of the provisions of any employment contract or services contract entered into by the Participant with any member of the Group;

• (e) commits any material breach of any of the policies of the Group or procedures or any applicable laws applicable to the Company or Group;

• (f) is subject to allegations concerning, or has been accused of, charged with or convicted of, fraudulent or dishonest conduct in the performance of the Participant's (or Former Participant's) duties, which in the reasonable opinion of the Board affects the Participant's suitability for employment with any member of the Group, or brings the Participant or the relevant member of the Group into disrepute or is contrary to the interests of the Company or the Group;

• (g) is subject to allegations concerning, or has been accused of, charged with or convicted of any criminal offence which involves, fraud or dishonesty or any other criminal offence which Board determines (in its absolute discretion) is of a serious nature;

• (h) had committed any wrongful or negligent act or omission which has caused any member of the Group substantial liability;

• (i) had become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation;

• (j) had committed serious or gross misconduct, wilful disobedience or any other conduct justifying termination of employment without notice; or

• (k) had willfully or negligently failed to perform their duties under any employment contract or services contract entered into by the Participant with any member of the Group,

then the Board may (in its absolute discretion) deem that all Employee Incentives held by the Participant or former Participant will automatically be forfeited.

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13 Discretion of the Board

The Board may decide to allow a Participant to:

• (a) retain and exercise any or all of their Options, whether or not the Vesting Conditions have been satisfied during the Performance Period, and whether or not the Options would otherwise have lapsed, provided that no Options will be capable of exercise later than the relevant expiry date for those Options; and

• (b) retain any Performance Rights regardless of:

• (i) the expiry of the Performance Period to which those Performance Rights relate; or

• (ii) any failure by the Participant to satisfy in part or in full the Vesting Conditions specified by the Board in respect of those Performance Rights,

in which case, the Board may:

• (iii) determine that any or all of those retained Performance Rights shall vest and the corresponding Shares shall be provided to the Participant; or

• (iv) determine a new Performance Period or Vesting Conditions (as applicable) for those retained Performance Rights and notify the Participant of the determination as soon as practicable.

14 Change of control

The terms of any Performance Rights or Options may provide that where a Change of Control Event has occurred or, in the opinion of the Board, there is a state of affairs that will or is likely to result in a Change of Control Event occurring:

• (a) all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Vesting Conditions have been satisfied;

• (b) all Options will automatically and immediately vest (to the extent they have not already vested) and shall be deemed to have been automatically exercised (utilising the Cashless Exercise Facility (if permitted by the terms and conditions of the Options), to the extent such Options have an Exercise Price), regardless of whether the Vesting Conditions have been satisfied, notwithstanding the Notice of Exercise not having been issued (except that there will be no automatic exercise of Options which have an Exercise Price which is greater than the amount which the Cashless Exercise Facility can be used for, as specified in the terms and conditions of the Options, but instead those Options will automatically lapse on the earliest to occur of the expiry date for those Options, when they would otherwise lapse in accordance with the Plan or 11:59pm (in Perth, Western Australia) on the second business day after the Change of Control Event occurs); or

• (c) if the Board has procured an offer for all holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change of Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Options may elect to accept the offer and, if the Participant has not so elected at the end of that offer period, the Options, if not exercised within 10 days of the end of that offer period, shall expire.

The terms and conditions of specific Options or Performance Rights may adopt varied terms arising from a Change of Control.

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15 Employee Loan

The Board may, as part of any Offer, in its absolute discretion, offer to a Participant a limited recourse, interest free loan to be made by the Company to the Participant for an amount equal to the issue price multiplied by the number of Shares offered to the Participant pursuant to the relevant Offer.

16 Restriction Period and Holding Lock

Allocated Shares may be offered on terms that restrict the Participant from dealing with or transferring the relevant Allocated Share during a restriction period.

In addition, the Board may at any time request that the Company's share registry impose a holding lock on any Employee Incentives issued pursuant to the Plan where the Board determines or reasonably believes (in its absolute discretion) that a Participant (or a Former Participant) has or may breach the Plan rules.

17 Transfer of Options or Performance Rights

Options and Performance Rights terms may impose partial or complete restrictions on them being assigned, transferred or encumbered with a security interest in or over them.

18 Buy-Back

Subject to any applicable laws and subject to the Board's sole and absolute discretion, Allocated Share(s) will be subject to the Company's right to buy-back and may, during a prescribed period, be bought-back by the Company where item 12 above applies.

19 Contravention of Plan rules

The Board may at any time, in its sole and absolute discretion, take any action it deems reasonably necessary in relation to any Employee Incentives if it determines or reasonably believes a Participant has breached the Plan or the terms of issue of any Employee Incentives, including but not limited to, signing transfer forms in relation to Employee Incentives, signing all documents and doing all acts necessary to effect a buy-back placing, a holding lock on Employee Incentives, accounting for the proceeds of the sale of forfeited Employee Incentives, refusing to transfer any Employee Incentives and/or refusing to issue any Shares.

20 Amendments

The Board may at any time amend the Plan rules or the terms and conditions upon which any Employee Incentives have been issued.

No amendment to the Plan rules or to Employee Incentives may be made if the amendment, in the reasonable opinion of the Board, materially reduces the rights of any Participant in respect of Employee Incentives granted to them prior to the date of the amendment, other than:

• (a) an amendment introduced primarily:

• (i) for the purposes of complying with or conforming to present or future applicable laws;

• (ii) to correct any manifest error or mistake;

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• (iii) to allow the implementation of a trust arrangement in relation to the holding of Shares granted under the Plan; and/or

• (iv) to take into consideration possible adverse taxation implications in respect of the Plan including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation or duty authorities administering such legislation; or

• (b) an amendment agreed to in writing by the Participant(s).

A copy of the complete rules of the Employee Incentive Plan is available upon request by contacting the Company Secretary.

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Nomination of Auditor

10 October 2025

The Directors ENRG Elements Limited 52 Ord Street WEST PERTH WA 6005

Dear Directors

NOMINATION OF AUDITOR

For the purposes of section 328B(1) of the Corporations Act 2001 (Cth), I, Stephen Morgan, being a member of ENRG Elements Limited, hereby nominate HLB Mann Judd Ltd, of Level 4, 130 Stirling Street, Perth WA 6000 for appointment as auditor of ENRG Elements Limited at the Company's next Annual General Meeting.

Yours faithfully

S.J.Morgan

Stephen Morgan

1

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

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ENRG Elements Limited | ABN 73 149 230 811

Your proxy voting instruction must be received by 10:00am (AWST) on Monday, 17 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@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 Annual General Meeting of ENRG Elements Limited, to be held at 10:00am (AWST) on Wednesday, 19 November 2025 at 52 Ord Street, West Perth WA 6005 hereby:

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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.

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 Resolutions 1 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 6 are 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	Resolutions	For	Against Abstain	Against Abstain
1	ADOPTION OF THE REMUNERATION REPORT
2	ELECTION OF MR JIANDONG HE AS A DIRECTOR
3	ELECTION OF MR JOHN BOVARD AS A DIRECTOR
4	APPROVAL OF 10% PLACEMENT CAPACITY
5	APPOINTMENT OF AUDITOR
6	APPROVAL OF THE EMPLOYEE INCENTIVE PLAN
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	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	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).