BATTERY AGE MINERALS LTD — Proxy Solicitation & Information Statement 2025

Mar 13, 2025

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Battery Age Minerals Limited ACN 085 905 997

Notice of General Meeting

A General Meeting of the Company will be held at:

Time and Date:

10.00 am (AWST) on 14 April 2025.

Address:

The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on +61 8 6109 6689

Shareholders are urged to vote by lodging the Proxy Form

Battery Age Minerals Limited ACN 085 905 997 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Battery Age Minerals Limited will be held at The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 on 14 April 2025 at 10.00 am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the 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 12 April 2025 at 4.00 pm (AWST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares

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

’That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 5,417,707 Tranche 1 Placement Shares issued under Listing Rule 7.1; and

• (b) 10,314,000 Tranche 1 Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions set out in the Explanatory Memorandum.’

Resolution 2 – Approval to issue Tranche 2 Placement Shares

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 7.1 and for all other purposes, Shareholders approve the issue of up to 121,951 Tranche 2 Placement Shares to Mr Nigel Broomham (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.’

Resolution 3 – Approval to issue Director Placement Shares

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 10.11 and for all other purposes, Shareholders approve the issue of up to 2,439,025 Director Placement Shares to Dr David Pevcic (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.’

Resolution 4 – Approval to issue Lead Manager Options

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 7.1 and for all other purposes, Shareholders approve the issue of 1,500,000 Lead Manager Options to the Lead Manager (or its nominee/s) on the terms and conditions in the Explanatory Memorandum.’

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3462-5165-8549, v. 3

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 1(a) and Resolution 1(b): by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates, or their nominees.

• (b) Resolution 2: by or on behalf of Mr Nigel Broomham (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (c) Resolution 3: by or on behalf of Dr David Pevcic (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (d) Resolution 4: by or on behalf of the Lead Manager (or their nominees) and any other person who will obtain a material benefit as a result of the proposed issue of these Lead Manager Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote, 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.

BY ORDER OF THE BOARD

David Pevcic Non-Executive Chair Battery Age Minerals Limited Dated: 14 March 2025

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3462-5165-8549, v. 3

Battery Age Minerals Limited ACN 085 905 997 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held on 14 April 2025 at 10.00 am (AWST).

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

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

deciding how	to vote on the Resolution:
Section 2	Action to be taken by Shareholders
Section 3	Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares
Section 4	Resolution 2 – Approval to issue Tranche 2 Placement Shares
Section 5	Resolution 3 – Approval to issue Director Placement Shares
Section 6	Resolution 4 – Approval to issue Lead Manager Options
Schedule 1	Definitions
Schedule 2	Terms and conditions of Lead Manager Options

2.

Action to be taken by Shareholders

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

2.1

Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

2.3

Voting by proxy

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 encouraged to vote by completing and returning the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

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

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

• (iii) 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• (iv) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (v) the appointed proxy is not the chair of the meeting;

• (vi) at the meeting, a poll is duly demanded on the resolution; and

• (vii) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Your proxy voting instruction must be received by 10.00 am AWST) on 12 April 2025, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

2.4

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

• 2.5

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@batteryage.au at least 2 business days before the Meeting.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares

• 3.1 General

On 4 February 2025, the Company announced a capital raising of $1.5 million (before costs) via the issue of up to 18,292,683 Shares ( Placement Shares ) at an issue price of $0.082 per Share ( Placement ).

The Placement is comprised of the following tranches:

• (a) 15,731,707 Placement Shares issued to unrelated parties of the Company ( Tranche 1 Placement Shares ) the subject of Resolution 1(a) and (b);

• (b) 121,951 Placement Shares proposed to be issued to the chief executive officer, Mr Nigel Broomham (or his nominee) ( Tranche 2 Placement Shares ), the subject of Resolution 2; and

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(c) 2,439,025 Placement Shares proposed to be issued to Director Dr David Pevcic (or his nominee), the subject of Resolution 3 ( Director Placement Shares ).

On 12 February 2025, the Company issued the Tranche 1 Placement Shares using the Company’s available placement capacity in the following proportions:

• (a) 5,417,707 Tranche 1 Placement Shares issued under Listing Rule 7.1; and

• (b) 10,314,000 Tranche 1 Placement Shares issued under Listing Rule 7.1A.

Resolution 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares.

3.2 Listing Rules 7.1, 7.1A and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 29 November 2024.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 or 7.1A and, as it has not yet been approved by Shareholders, effectively uses up the Company’s combined 25% placement capacity under Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A. The issue did not breach Listing Rule 7.1.

The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity limit set out in Listing Rule 7.1, and the 10% additional placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

If Resolution 1(a) is passed, 5,417,707 Tranche 1 Placement Shares 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 Resolution 1(b) is passed, 10,314,000 Tranche 1 Placement Shares will be excluded in calculating the Company's 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(a) is not passed, 5,417,707 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 5,417,707 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares.

If Resolution 1(b) is not passed, 10,314,000 Tranche 1 Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 10,314,000 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares:

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• (a) The Tranche 1 Placement Shares were issued to a range of professional and sophisticated investors, none of whom are a related party or a Material Investor of the Company. The participants in the Placement were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Lead Manager.

• (b) On 12 February 2025, the Company issued the Tranche 1 Placement Shares using the Company’s available placement capacity in the following proportions:

  • (i) 5,417,707 Tranche 1 Placement Shares issued under Listing Rule 7.1; and

  • (ii) 10,314,000 Tranche 1 Placement Shares issued under Listing Rule 7.1A.

• (c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Tranche 1 Placement Shares were issued at $0.082 each.

• (e) The proceeds from the issue of the Placement Shares have been and will continue to used towards:

  • (i) advancing the Company’s El Aguila project, including exploration activities, project development and acquisition costs;

  • (ii) the costs of the Placement; and

  • (iii) general working capital.

• (f) There are no other material terms to the issue of the Tranche 1 Placement Shares.

• (g) A voting exclusion statement is included in the Notice.

• 3.4

Additional information

Resolution 1(a) and (b) are separate ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b).

4. Resolution 2 – Approval to issue Tranche 2 Placement Shares

4.1 General

The background to the Placement and the proposed issue of the Tranche 2 Placement Shares is summarised in Section 3.1 above.

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue 121,951 Tranche 2 Placement Shares to Mr Nigel Broomham (or his nominee).

4.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 3.2 above.

The proposed issue of the Tranche 2 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1. While the proposed issue of the Tranche 2 Placement Shares would not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval under ASX Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue of the Tranche 2 Placement Shares under ASX Listing Rule 7.1 so that it does not use up any of the Company's 15% limit on issuing Equity Securities without Shareholder approval under ASX Listing Rule 7.1.

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

The Company intends to seek upfront Shareholder approval to issue the Tranche 2 Placement Shares.

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If Resolution 2 is passed, the Company will be able to proceed with the issue of 121,951 Tranche 2 Placement Shares and raise up to $10,000 (before costs). In addition, the issue of the Tranche 2 Placement Shares 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 Resolution 2 is not passed, the Company will not proceed with the issue of 121,951 Tranche 2 Placement Shares and the Company will not receive the $10,000 committed by Mr Nigel Broomham in consideration for the Tranche 2 Placement Shares.

4.3

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Tranche 2 Placement Shares:

• (a) The Tranche 2 Placement Shares will be issued to Mr Nigel Broomham (or his nominee), who is the chief executive officer of the Company, and is not a related party of the Company or Material Investor.

• (b) A maximum of 121,951 Tranche 2 Placement Shares will be issued.

• (c) The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting.

• (e) The Tranche 2 Placement Shares will be issued at an issue price of $0.082 each, being the same price at which the Tranche 1 Placement Shares were issued.

• (f) The proceeds from the issue of the Placement Shares are as set out in Section 3.3(e) above.

• (g) There are no other material terms for the subscription of the Tranche 2 Placement Shares.

• (h) A voting exclusion statement is included in the Notice.

• 4.4

Additional Information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

5.

• 5.1

Resolution 3 – Approval to issue Director Placement Shares

General

The background to the Placement and the issue of the Director Placement Shares is in Section 3.1 above.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 2,439,025 Director Placement Shares to Dr David Pevcic (or his nominee) to raise up to $200,000 (before costs).

5.2

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons without the approval of its Shareholders:

• (a) a related party (Listing Rule 10.11.1);

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);

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

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• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).

Dr David Pevcic is a related party of the Company by virtue of being a Director. Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Board that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Placement Shares to Dr David Pevcic (or his nominee) will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 3 will be to allow the Company to issue the Director Placement Shares, raising up to $200,000 (before costs).

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Director Placement Shares and will not receive the additional $200,000 (before costs) committed by Dr David Pevcic. The Company may be required to raise additional capital from unrelated parties which may be on terms less favourable to the Company, and more dilutive to Shareholders than the terms of the Placement.

5.3

Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Placement Shares:

• (a) The Director Placement Shares will be issued to Dr David Pevcic (or his nominee).

• (b) Dr David Pevcic falls into the category stipulated by Listing Rule 10.11.1 by virtue of being a Director of the Company. In the event the Director Placement Shares are issued to a nominee of Dr David Pevcic, that nominee will fall into the category stipulated by Listing Rule 10.11.4.

• (c) A maximum of 2,439,025 Director Placement Shares will be issued.

• (d) The Director Placement Shares will be fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (e) The Director Placement Shares will be issued within one month after the date of the Meeting.

• (f) The Director Placement Shares are proposed to be issued at an issue price of $0.082 each, being the same issue price as the Tranche 1 Placement Shares and Tranche 2 Placement Shares and will raise up to approximately $200,000 (before costs).

• (g) The use of proceeds from the issue of the Placement Shares is as set out in Section 3.3(e) above.

• (h) The proposed issue of the Director Placement Shares are not intended to remunerate or incentivise Dr David Pevcic.

• (i) There are no other material terms to the proposed issue of the Director Placement Shares. The Director Placement Shares will not be issued pursuant to an agreement.

• (j) A voting exclusion statement is included in the Notice.

5.4

Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

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(b) give the benefit within 15 months following such approval,

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

The proposed issue of the Director Placement Shares constitutes giving a financial benefit to a related party of the Company.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Placement Shares because the Director Placement Shares will be issued on the same terms as the Tranche 1 Placement Shares and the Tranche 2 Placement Shares that were issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

5.5

Additional information

Resolution 3 is an ordinary resolution.

The Board (other than Dr David Pevcic who has a personal interest in the Resolution) recommends that Shareholders vote in favour of Resolution 3.

6. Resolution 4 – Approval to issue Lead Manager Options

6.1 General

Refer to Section 3.1 above for the background to the Placement.

Euroz Hartleys Limited acted as lead manager to the Placement ( Lead Manager ) pursuant to a lead manager mandate between the Company and the Lead Manager ( Lead Manager Mandate ).

Pursuant to the Lead Manager Mandate:

• (a) in consideration for lead manager services for the Placement, the Company agreed to pay the Lead Manager fees comprising:

• (i) a capital raising fee of 6% (excluding GST) of the amount raised under the Placement; and

• (ii) 1,500,000 unlisted Options which are exercisable at a price of $0.123 and expiring 3 years from the date of issue and will otherwise be issued on the terms and conditions in Schedule 2 ( Lead Manager Options ); and

• (b) for a period of 12 months following the issue of the Director Placement Shares, the Lead Manager has a right of first refusal to act as lead manager to any capital raising undertaken by the Company ( Future Capital Raising ) and be paid a capital raising fee of 6% of the amount raised under any Future Capital Raising.

The Lead Manager Mandate contains additional provisions considered standard for an agreement of this nature.

Accordingly, Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 1,500,000 Lead Manager Options to the Lead Manager (or its nominee).

6.2

Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 3.2 above.

The issue of the Lead Manager Options does not fit within any of the exceptions to Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Lead Manager Options.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options and will have to consider other forms of remuneration for the Lead Manager, which may include payment of cash.

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6.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Options:

• (a) The Lead Manager Options will be issued to the Lead Manager (or its nominees).

• (b) A maximum of 1,500,000 Lead Manager Options will be issued.

• (c) The Lead Manager Options will be exercisable at $0.123 each and will expire 3 years from the date of issue and will otherwise be issued on the terms and conditions in Schedule 2.

• (d) The Lead Manager Options will be issued within 3 months after the date of the Meeting.

• (e) The Lead Manager Options will be issued with a nominal issue price of $0.00001 each as partial consideration for the provision of lead managerial services provided by the Lead Manager in connection with the Placement. Accordingly, only $15 will be raised by the issue of the Lead Manager Options and will be used towards general working capital purposes.

• (f) A summary of the material terms of the Lead Manager Mandate is in Section 6.1 above.

• (g) A voting exclusion statement is included in the Notice.

6.4 Additional information

Resolution 4 is an ordinary resolution.

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

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Schedule 1 Definitions

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

$	means Australian Dollars.
ASX	means the ASX Limited (ACN 008 624 691) and, where the context permits, the
	Australian Securities Exchange operated by ASX Limited.
AWST	means Australian Western Standard Time, being the time in Perth, Western
	Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company convened by
	the Notice.
Company	means Battery Age Minerals Limited (ACN 085 905 997).
Constitution	means the constitution of the Company, as amended.
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Director	means a director of the Company.
Director Placement Shares	has the meaning given in Section 3.1.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory Memorandum	means the explanatory memorandum which forms part of the Notice.
Key Management	has the same meaning as in the accounting standards issued by the Australian
Personnel	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.
Lead Manager	means Euroz Hartleys Limited.
Lead Manager Mandate	has the meaning given in Section 6.1.
Lead Manager Options	has the meaning given in Section 6.1.
Listing Rules	means the listing rules of ASX.
Material Investor	means, in relation to the Company: a related party; Key Management Personnel;
	a substantial Shareholder; an advisor; or an associate of the above, who received
	or will receive Securities in the Company which constitute more than 1% of the
	Company's anticipated capital structure at the time of issue.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.
Option	means a right, subject to certain terms and conditions, to acquire a Share.
Placement	has the meaning given in Section 3.1.
Placement Shares	has the meaning given in Section 3.1.
Proxy Form	means the proxy form provided with the Notice.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, Options and/or
	Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Tranche 1 Placement	has the meaning given in Section 3.1.
Shares
Tranche 2 Placement	has the meaning given in Section 3.1.
Shares

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Schedule 2 Terms and conditions of Lead Manager Options

The terms and conditions of the Lead Manager Options (in this Schedule, referred to as Options ) are as follows:

1. ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. ( Exercise Price and Expiry Date ): the amount payable upon exercise of each Option is $0.123 each ( Exercise Price ), and the expiry date of each Option is 3 years from the date of issue ( Expiry Date ).

3. ( Exercise Period ): The Options are exercisable at any time on or prior to the Expiry Date.

4. ( Quotation of the Options ): The Company will not apply for quotation of the Options on any securities exchange.

5. ( Transferability ): The Options are not transferable.

6. ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and, if applicable, payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and, if applicable, the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

1. ( Timing of issue of Shares on exercise ): Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

2. ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

3. ( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

4. ( Takeovers prohibition ): (a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

5. ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

6. ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

7. ( Entitlement to dividends ): The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options without exercising the Options.

8. ( Entitlement to capital return ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.

9. ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.

10. ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment): (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and (b) no change will be made to the Exercise Price.

11. ( Voting rights ): The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.

12. ( Constitution ): Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company’s constitution.

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Need assistance?

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Online:

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BM8

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Saturday, 12 April 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

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

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



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Battery Age Minerals Ltd hereby appoint the Chairman OR of the Meeting

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Battery Age Minerals Ltd to be held at The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth, WA 6000 on Monday, 14 April 2025 at 10:00am (AWST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

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

For Against Abstain

Resolution	1a	Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1
Resolution	1b	Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1A
Resolution	2	Approval to issue Tranche 2 Placement Shares
Resolution	3	Approval to issue Director Placement Shares
Resolution	4	Approval to issue Lead Manager Options

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

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Step 3 Signature of Securityholder(s)
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This section must be completed.

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