BOTALA ENERGY LTD — Proxy Solicitation & Information Statement 2026

Mar 5, 2026

Botala Energy Ltd ABN 41 626 751 620 Level 1, 1292 Hay Street, info@botalaenergy.com.au West Perth 6005

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6 March 2026

Dear Shareholder,

GENERAL MEETING - NOTICE AND PROXY FORM

Botala Energy Ltd (ACN 626 751 620) (ASX: BTE) ("Botala") hereby gives notice that the General Meeting ("GM") of Shareholders will be held at Level 1, 1292 Hay Street, West Perth, WA 6005 on Thursday 9 April 2026 at 11.00am (AWST).

The Board has made the decision that it will hold a physical meeting and will not hold the GM as a virtual (online) meeting.

Notice of Meeting

The Notice of Meeting ("NOM") is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the NOM please contact Botala's share registry, Computershare Investor Services Pty Ltd on, 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

In accordance with the Corporations Act 2001 (Cth) Botala will not be dispatching physical copies of the NOM unless individual shareholders have made a valid election to receive documents in hard copy. Instead, the NOM and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded from:

• Botala's website at https://www.botalaenergy.com/site/investor-centre/asxannouncements; and

• the ASX market announcements page under Botala's code "BTE".

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

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Voting at the GM or by proxy

Shareholders are encouraged to vote online at www.investorvote.com.au or by returning the attached proxy form by:

Post to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Vic 3001

Or

Fax to: 1800 783 447 within Australia or

+61 3 9473 2555 outside Australia

Even if you plan to attend the GM, we encourage you to submit a directed proxy vote as early as possible so that your vote will be counted if for any reason you cannot attend.

Your proxy voting instruction must be received by 11.00am (AWST) on Tuesday, 7 April 2026, being not less than 48 hours before the commencement of the GM. Any proxy voting instructions received after that time will not be valid for the GM.

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

For and on behalf of the Board,

Yours faithfully BOTALA ENERGY LTD

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Craig Basson Company Secretary

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Botala Energy Ltd ACN 626 751 620

Notice of General Meeting

The General Meeting of the Company will be held as follows:

Time and date: Thursday, 9 April 2026 at 11:00am (AWST)

Location: Level 1,1292 Hay Street, West Perth WA 6005

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 professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 414 912 540.

Shareholders are urged to vote by lodging the Proxy Form made available with this Notice.

Botala Energy Ltd ACN 626 751 620

(Company)

Notice of General Meeting

Notice is hereby given that the general meeting of Shareholders of Botala Energy Ltd will be held at Level 1, 1292 Hay Street, West Perth, WA 6005, on Thursday, 9 April 2026 at 11:00am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are 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 Tuesday, 7 April 2026 at 11:00am (AWST).

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

Agenda

Resolution 1 – Ratification of issue of Placement Securities

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) 23,596,500 Placement Shares issued under Listing Rule 7.1;

• (b) 12,210,500 Placement Shares issued under Listing Rule 7.1A; and

• (c) 20,403,500 Placement Options issued under Listing Rule 7.1,

on the terms and conditions in the Explanatory Memorandum. ”

Resolution 2 – Approval to issue Director Placement Securities

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

“That, pursuant to and in accordance with Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of 24,193,009 Director Placement Shares and 12,096,505 Director Placement Options to the Participating Directors (or their respective nominees), as follows:

• (a) 23,461,340 February Placement Shares and 11,730,670 Placement Options to Dr Wolf Martinick;

• (b) 300,000 February Placement Shares and 150,000 Placement Options to Mr Peter Grant;

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• (c) 431,669 February Placement Shares and 215,835 Placement Options to Mr Craig Basson; and

• (a) on the terms and conditions in the Explanatory Memorandum.”

Resolution 3 – Approval of issue of 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 2,500,000 Lead Manager Options to Salient Corporate Pty Ltd (ACN 617 993 503) ( Lead Manager ) (or its nominee/s) on the terms and conditions in the Explanatory Memorandum.”

2 Voting exclusions

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

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

• (b) Resolution 2(a) : by or on behalf of Dr Wolf Martinick (or his nominee/s), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (c) Resolution 2(b) : by or on behalf of Mr Peter Grant (or his nominee/s), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (d) Resolution 2(c) : by or on behalf of Craig Basson (or his nominee/s), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (e) Resolution 3 : by or on behalf of the Lead Manager (or its nominee/s), and any other person who will obtain a material benefit as a result of the issue of the 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; or

• (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

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• (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

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Craig Basson Company Secretary Botala Energy Ltd Dated: 6 March 2026

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Botala Energy Ltd ACN 626 751 620

(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 at Level 1, 1292, on Thursday, 9 April 2026 at 11:00am (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 Resolutions will be voted.

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

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Section 2 Voting and attendance information
Section 3 Background to the Placement
Section 4 Resolution 1 – Ratification of issue of Placement Securities
Section 5 Resolution 2 – Approval to issue Director Placement Securities
Section 6 Resolution 3 – Approval of issue of Lead Manager Options
Schedule 1 Definitions
Schedule 2 Terms and conditions of Options
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A Proxy Form is made available with this Notice.

2.

Voting and attendance information

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

Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has one vote for every fully paid ordinary Share held in the Company.

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.

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2.3 Voting by proxy

A Proxy Form is made available with this 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:

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

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

• (c) 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.

The available 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:

• (a) 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);

• (b) 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;

• (c) 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

• (d) 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:

• (e) 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;

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

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

• (h) 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 11.00am (AWST) on Friday, 27 March 2026, being not later than 48 hours before the commencement of the Meeting.

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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. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made.

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 secretary@botalaenergy.com.au by Friday, 27 March 2026.

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. Background to the Placement

On 4 February 2026, the Company announced a two-tranche placement ( Placement ) to sophisticated and professional investors to raise approximately $3,000,000 (before costs) via the issue of 60,000,009 Shares at an issue price of $0.05 per Share ( Placement Shares ), with one free-attaching Option exercisable at $0.10 each and expiring on 31 January 2028 for every two Shares issued ( Attaching Options ) as follows:

• (a) Placement Shares: 35,807,000 Placement Shares issued to unrelated parties of the Company on 12 February 2026 ( Placement Shares ) of which:

• (i) 23,596,500 Placement Shares were issued utilising the Company’s available placement capacity under Listing Rule 7.1 and which are subject to ratification pursuant to Resolution 1(a); and

• (ii) 12,210,500 Placement Shares were issued utilising the Company’s available placement capacity under Listing Rule 7.1A and which are subject to ratification pursuant to Resolution 1(b);

• (b) Placement Options: 20,403,500 Attaching Options issued to unrelated parties of the Company on 12 February 2026 ( Placement Options ) which were issued utilising the Company’s available placement capacity under Listing Rule 7.1 and which are subject to ratification pursuant to Resolution 1(c); and

• (a) Director Placement Securities: 24,193,009 Shares ( Director Placement Shares ) and 12,096,505 Attaching Options ( Director Placement Options ) to be issued subject to Shareholder approval pursuant to Resolution 2.

4. Resolution 1 – Ratification of issue of Placement Securities

• 4.1

General

The background to the Placement, including the issue of the Placement Securities, is set out in

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Section 3 above.

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Placement Securities.

4.2 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, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase its 15% placement capacity under Listing Rule 7.1 by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 26 November 2025.

The issue of the Placement Securities does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of 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 Placement Securities.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where shareholders in a general meeting ratify 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 effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity 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, 23,596,500 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 or agree to issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1(a) is not passed, 23,596,500 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 23,596,500 Equity Securities for the 12-month period following the issue of those Placement Shares.

If Resolution 1(b) is passed, 12,210,500 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 or agree to issue without Shareholder approval over the 12-month period following the issue date (assuming the Company’s approval under Listing Rule 7.1A remains in force for this period).

If Resolution 1(b) is not passed, 12,096,505 Placement Shares will continue to be included in calculating the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number

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of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 12,096,505 Equity Securities for the 12-month period following the issue of those Placement Shares (assuming the Company’s approval under Listing Rule 7.1A remains in force in this period).

If Resolution 1(c) is passed, 20,403,500 Placement Options 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 or agree to issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1(c) is not passed, 20,403,500 Placement Options 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 20,403,500 Equity Securities for the 12-month period following the issue of those Placement Options.

4.3 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 Placement Securities:

• (a) The Placement Securities were issued to a range of new and existing institutional, sophisticated and professional investors, none of whom is a related party or Material Investor of the Company ( Placement Participants ). The Placement Participants were identified through a bookbuild process, which involved Salient Corporate Pty Ltd (ACN 617 993 503) ( 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) A total of 60,000,009 Placement Securities were issued without prior Shareholder approval as follows:

• (i) 23,596,500 Placement Shares issued utilising the Company’s available placement capacity under Listing Rule 7.1;

• (ii) 12,210,500 Placement Shares issued utilising the Company’s available placement capacity under Listing Rule 7.1A; and

• (iii) 20,403,500 Placement Options issued utilising the Company’s available placement capacity under Listing Rule 7.1.

• (c) The Placement Securities are:

• (i) in the case of the Placement Shares, fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue; and

• (ii) in the case of the Placement Options, Options which are exercisable at $0.10 each, expire on 31 January 2028 and which are otherwise subject to the terms and conditions set out in Schedule 2.

• (d) The Placement Securities were issued to the Placement Participants on 12 February 2026.

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• (e) The Placement Shares were issued at an issue price of $0.05 each and the Placement Options were issued for $nil additional consideration as they are free attaching to the Placement Shares on the basis of one Placement Option for every two Placement Shares issued.

• (f) The issue of the Placement Securities raised approximately $1,800,000 (before costs). Funds raised under the Placement have been and are intended to be, applied towards:

  • (i) drilling and stimulating Serowe-3.5B, the Company’s first targeted commercial production well which is due to commence drilling and flow testing this quarter;

  • (ii) maiden reserve certification and progressing the Company’s bankable feasibility study;

  • (iii) finalising the Company’s investment from the Minerals Development Company of Botswana (MDCB) in respect of their proposed (non-binding) project investment of approximately $4 million (refer the Company’s ASX announcement dated 8 December 2025 for further details); and

  • (iv) general working capital and expenses of the Placement.

• (g) There are no other material terms to the agreement for the subscription of the Placement Securities.

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

• 4.4

Board recommendation

Resolution 1(a) to (c) (inclusive) are separate ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 1(a) to (c) (inclusive).

5. Resolution 2 – Approval to issue Director Placement Securities

5.1 General

The background to the Placement is summarised in Section 3 above.

Dr Wolf Martinick, Mr Peter Grant and Mr Craig Basson (collectively, Participating Directors ) wish to participate in the Placement to the extent of subscribing for 24,193,009 Director Placement Shares and 12,096,505 Director Placement Options to raise approximately $1,209,651 (before costs) in the following proportions:

Participating Directors	Amount committed to the Placement	Director Placement Shares	Director Placement Options
Dr Wolf Martinick	$1,173,067	23,461,340	11,730,670
Mr Peter Grant	$15,000	300,000	150,000

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Mr Craig Basson	$21,584	431,669	215,835
TOTAL	$1,209,651	24,193,009	12,096,505

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Director Placement Securities to the Participating Directors (or their respective nominee/s).

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);

• (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).

The Participating Directors are each a related party of the Company by virtue of being Directors. 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 Director Placement Securities as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of Director Placement Securities to the Participating Directors (or their respective nominees) will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

If Resolution 2(a) is passed, it will allow the Company to issue 23,461,340 Director Placement Shares and 11,730,670 Director Placement Options to raise $ (before costs).

If Resolution 2(b) is not passed, the Company will not be able to proceed with the issue of 23,461,340 Director Placement Shares and 11,730,670 Director Placement Options and will not receive the additional $1,173,067 committed by Dr Wolf Martinick (or his nominee/s).

If Resolution 2(c) is passed, it will allow the Company to issue 300,000 Director Placement Shares and 150,000 Director Placement Options to raise $15,000 (before costs).

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If Resolution 2(a) is not passed, the Company will not be able to proceed with the issue of 300,000 Director Placement Shares and 150,000 Director Placement Options and will not receive the additional $15,000 committed by Mr Peter Grant (or his nominee/s).

If Resolution 2(b) is passed, it will allow the Company to issue 431,669 Director Placement Shares and 215,835 Director Placement Options to raise $21,584 (before costs).

If Resolution 2(c) is not passed, the Company will not be able to proceed with the issue of 431,669 Director Placement Shares and 215,835 Director Placement Options and will not receive the additional $21,584 committed by Mr Craig Basson (or his nominee/s).

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 Securities:

• (a) The Director Placement Securities will be issued to the Participating Directors (or their respective nominees) in the manner set out in Section 5.1.

• (b) Each of the Participating Directors fall into the category stipulated by Listing Rule 10.11.1 by virtue of being Directors of the Company and each of their nominees fall into the category stipulated by listing Rule 10.11.4 by virtue of being associates of the Participating Directors.

• (c) A maximum of 24,193,009 Director Placement Shares and 12,096,505 Director Placement Options will be issued to the Participating Directors (or their respective nominees).

• (d) The Director Placement Securities will be:

• (i) in the case of the Director Placement Shares, fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue; and

• (ii) in the case of the Director Placement Options, Options which are exercisable at $0.10 each, expire on 31 January 2028 and which are otherwise subject to the terms and conditions set out in Schedule 2.

• (e) The Director Placement Securities 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 $0.05 each, being the same issue price as the Placement Shares and will raise approximately $1,209,651 (before costs). The Director Placement Options are proposed to be issued for $nil additional consideration as they are free attaching to the Director Placement Shares on the basis of one Director Placement Option for every two Director Placement Shares issued.

• (g) A summary of the intended use of funds raised from the Placement is in Section 4.3(f) above.

• (h) The proposed issue of the Director Placement Securities is not intended to remunerate or incentivise the Participating Directors.

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

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

5.4 Section 195 of the Corporations Act

Section 195(1) of the Corporations Act prohibits a director of a public company who has a material personal interest in a matter that is being considered at a meeting of directors from being present while the matter is being considered at the meeting or voting on the matter. If there is not a quorum of directors who are eligible to vote on a matter because of the operation of section 195(1) of the Corporations Act, one or more directors may call a general meeting and the general meeting may deal with the matter.

The Participating Directors have a personal interest in the outcome of each of their respective Resolutions under Resolution 2 and have exercised their right under section 195(4) of the Corporations Act to put the proposed issue of the Director Placement Securities to the Participating Directors (or their respective nominees) to Shareholders to resolve.

5.5 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

• (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 Securities constitutes giving a financial benefit to related parties 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 Securities because the Securities will be issued on the same terms as those Securities issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

5.6 Additional information

Resolution 2(a) to (c) (inclusive) are separate ordinary resolutions.

The Board (other than the Participating Directors in respect of their respective Resolutions) recommends that Shareholders vote in favour of Resolution 2(a) to (c) (inclusive).

6. Resolution 3 – Approval of issue of Lead Manager Options

6.1

General

Refer to Section 3 above for the background to the Placement.

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As part consideration for the provision of lead managerial and bookrunner services in connection with the Placement, the Company agreed to issue Salient Corporate Pty Ltd (ACN 617 993 503) ( Lead Manager ) (or its respective nominee/s) 2,500,000 unquoted Options exercisable at $0.10 each and expiring on 31 January 2028 (being the same terms as the Attaching Options issued pursuant to the Placement) ( Lead Manager Options ).

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 to the issue the Lead Manager Options to the Lead Manager (or its nominee/s).

6.2

Summary of Lead Manager Mandate

The Company entered into a mandate with the Lead Manager for the provision of lead managerial and bookrunner services, including the coordination and management of the Placement ( Lead Manager Mandate ).

Under the Lead Manager Mandate, the Company has agreed to:

• (a) pay the Lead Manager a 6% capital raising fee in cash (excluding GST) in respect of funds raised under the Placement by parties introduced or managed by the Lead Manager; and

• (b) subject to Shareholder approval under Resolution 3, issue the Lead Manager Options.

The Lead Manager Mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

6.3

Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 4.2 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 3 is passed, the Company will be able to proceed with the issue of the Lead Manager Options.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Lead Manager Options and will have to consider alternative commercial means to pay the Lead Manager for their services.

6.4

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 issue of the Lead Manager Options:

• (a) The Lead Manager Options will be issued to the Lead Manager (or its nominee/s) in the manner set out in Section 6.1 above.

• (b) A maximum of 2,500,000 Lead Manager Options will be issued to the Lead Manager (or its nominee/s).

• (c) The Lead Manager Options are exercisable at $0.10 each and expire on 31 January 2028 (being the same terms as the Attaching Options issued pursuant to the Placement and the Director Placement Options to be issued subject to Shareholder

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approval pursuant to Resolution 2) and are otherwise subject to 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 for $nil cash consideration and no funds will be raised by their issue as they are being issued as partial consideration for lead managerial and bookrunner services performed by the Lead Manager pursuant to the Lead Manager Mandate.

• (f) A summary of the material terms of the Lead Manager Mandate is in Section 6.2 above.

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

• 6.5 Additional information

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

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Schedule 1 Definitions

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

$ or A$ means Australian Dollars. ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Attaching Options has the meaning given in Section 4.1. AWST means 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 Botala Energy Ltd (ACN 626 751 620). Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Director Placement has the meaning given in Section 5.1. Options Director Placement has the meaning given in Section 5.1. Securities Director Placement Shares has the meaning given in Section 5.1. 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 Personnel 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. Lead Manager means Salient Corporate Pty Ltd (ACN 617 993 503). Lead Manager Options has the meaning given in Section 6.1. Listing Rules means the listing rules of ASX.

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Material Investor	means, in relation to the Company:
	(a) a related party;
	(b) Key Management Personnel;
	(c) a substantial Shareholder;
	(d) an advisor; or
	(e) 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 an option to acquire a Share.
Participating Directors	has the meaning given in Section 5.1.
Placement	has the meaning given in Section 4.1.
Placement Options	has the meaning given in Section 4.1.
Placement Participants	has the meaning given in Section 4.3.
Placement Securities	means, collectively, the Placement Shares and the Placement
	Options.
Placement Shares	has the meaning given in Section 4.1.
Proxy Form	means the proxy form made available with this 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.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.

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Schedule 2 Terms and conditions of Options

The terms and conditions of the Placement Options and Director Placement Options (referred to below as the ‘ Options ’) are as follows:

1. ( Entitlement ): Each Option gives the holder the right to subscribe for one Share.

2. ( Exercise Price ): the amount payable upon exercise of each Option ( Exercise Price ) is as follows.

Option	Exercise Price per Option	Expiry Date
Placement Options	$0.10	31 January 2028
Director Placement Options	$0.10	31 January 2028

3. ( Expiry Date ): The Options will expire at 5:00pm (AWST) on the ‘Expiry Date’ referred to in Section 2 above ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. ( Exercise ) A holder may exercise their Options by lodging with the Company, before the Expiry Date:

• (a) a written notice of exercise of Options specifying the number of Options being exercised; and

• (b) an electronic funds transfer for the Exercise Price for the number of Options being exercised.

5. ( Exercise Notice ) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds. The Options held by each holder may be exercised in whole or in part, and if exercised in part, at least 500,000 must be exercised on each occasion.

6. ( 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:

• (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (b) if required, and subject to paragraph 7, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

7. ( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph 6(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their

Page 18

issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

8. ( Transferability ) The Options are transferable with the prior written consent of the Company (which may be withheld at the Company's sole discretion).

9. ( Ranking of Shares ) All Shares allotted upon the exercise of Options will upon allotment be fully paid and rank pari passu in all respects with other Shares.

10. ( Quotation ) The Company will not apply for quotation of the Options on ASX.

11. ( Adjustments for reorganisation ) If there is any reorganisation of the issued share capital of the Company, the rights of the holders of Options will be varied in accordance with the Listing Rules.

12. ( Dividend rights ) An Option does not entitle the holder to any dividends.

13. ( Voting rights ) An Option does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the Listing Rules where such rights cannot be excluded by these terms.

14. ( Entitlements and bonus issues ): Holders of Options will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

15. ( 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 holder of Options would have received if the holder had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

16. ( Return of capital rights ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

17. ( Rights on winding up ): The Options have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

18. ( 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.

19. ( No other rights ): An Option does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

BTE

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Tuesday, 7 April 2026.

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

Step 1 Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Botala Energy Ltd hereby appoint

the Chair OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Botala Energy Ltd to be held at Level 1, 1292 Hay Street, West Perth WA 6005 on Thursday, 9 April 2026 at 11:00am (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 issue of Placement Shares issued under Listing Rule 7.1 Resolution 1b Ratification of issue of Placement Shares issued under Listing Rule 7.1A Resolution 1c Ratification of issue of Placement Options issued under Listing Rule 7.1 Resolution 2a Approval to issue Director Placement Securities to Dr Wolf Martinick Resolution 2b Approval to issue Director Placement Securities to Mr Peter Grant Resolution 2c Approval to issue Director Placement Securities to Mr Craig Basson Resolution 3 Approval of issue of Lead Manager Options

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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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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