CORE ENERGY MINERALS LTD — Proxy Solicitation & Information Statement 2025

Dec 21, 2025

CORE ENERGY MINERALS LTD ACN 009 118 861 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (AWST) DATE : 3 February 2026 PLACE : Unit 3, 32 Harrogate Street, West Leederville WA 6007

The business of the Meeting affects your shareholding and your vote is important.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 Shareholders at on 11:00am (AWST) on 1 February 2026.

B U S I N E S S O F T H E M E E T I N G

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 SHARES ISSUED UNDER LISTING RUL 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 51,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – RATIFICATION OF AGREEMENT TO ISSUE TRANCHE 1 SHARES UNDER LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue of 9,885,873 Shares on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – RATIFICATION OF AGREEMENT TO ISSUE TRANCHE 1 SHARES UNDER LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue of 41,910,582 Shares on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – APPROVAL TO ISSUE TRANCHE 1 PLACEMENT OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue an aggregate of 252,796,455 Options to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,203,545 Shares, together with 2,203,545 Options subscribed for and issued, on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – APPROVAL TO ISSUE BROKER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue an aggregate of 34,375,000 Options to GBA Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 7 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND OPTIONS – CHRIS GALE

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 15,000,000 Shares and 15,000,000 Options to Chris Gale (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND OPTIONS – ANTHONY GREENAWAY

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,000,000 Shares and 5,000,000 Options to Anthony Greenaway (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

9. RESOLUTION 9 – APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to maximum of 25,000,000 Securities under the employee incentive scheme titled Securities Incentive Plan, on the terms and conditions set out in the Explanatory Statement.”

Dated: 22 December 2025

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Voting Prohibition Statements

Resolution 9– Approval to Issue Securities Under an Incentive Plan

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the KeyManagement Personnel.

Voting Exclusion Statements

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

Resolutions 1, 2 and 3 – Ratification of prior issue of and agreement to issue Tranche 1 Shares Under Listing Rules 7.1 and 7.1A	The Placement Participants or any other person who participated in the issue or an associate of that person or those persons.
Resolution 4 – Approval to issue Tranche 1 Placement Options	The Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company)or an associate of thatperson(or thosepersons).
Resolution 5 – Approval to issue Tranche 2 Placement Shares and Options	The Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company)or an associate of thatperson(or thosepersons).
Resolution 6 – Approval to issue Broker Options	GBA Capital Pty Ltd or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of thatperson(or thosepersons).
Resolution 7 – Approval to issue Tranche 2 Placement Shares and Options to Chris Gale	Chris Gale (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or thosepersons.
Resolution 8 – Approval to issue Tranche 2 Placement Shares and Options to Anthony Greenaway	Anthony Greenaway (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of thatperson or thosepersons.
Resolution 9 - Approval to Issue Securities Under an Incentive Plan	A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

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

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

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

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6117 4797.

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS 1 TO 7

1.1 Placement

As announced on 4 December 2025, the Company received firm commitments from institutional, professional and sophisticated investors ( Placement Participants ) to raise up to A$2.75 million through the issue of 275,000,000 Shares at an issue price of $0.01 per Share, together with 1 free attaching option ( Placement Option ) for every 1 Share subscribed for and issued, exercisable at $0.015 each on or before the date that is 3 years from the date of issue ( Placement ).

The Placement consists of two tranches, being:

• (a) Tranche 1 : 60,885,873 Shares issued pursuant to the Company’s ASX Listing Rule 7.1 placement capacity, 41,910,582 Shares issued pursuant to the Company’s ASX Listing Rule 7.1A capacity, and 150,000,000 Shares issued pursuant to Shareholder approval obtained at the Company’s Annual General Meeting held 28 November 2025 (together, the Tranche 1 Placement Shares ); and

• (b) Tranche 2 : Up to 22,203,545 Shares to be issued subject to Shareholder approval ( Tranche 2 Placement Shares ).

A total of 51,000,000 Tranche 1 Placement Shares were issued on 15 December 2025.

The balance of 201,796,455 Tranche 1 Placement Shares are expected to be issued in January 2026, following receipt of funds utilising the Company’s placement capacity under Listing Rule 7.1, Listing Rule 7.1A and the Shareholder approval received at the Company’s Annual General Meeting.

The Placement Options are subject to Shareholder approval pursuant to Resolution 4 and will otherwise be issued on the terms and conditions set out in Schedule 1. The Company intends to apply for quotation of the Placement Options subject to satisfying the ASX Listing Rule requirements.

The Company’s Directors Mr Chris Gale and Mr Anthony Greenaway also provided firm commitments to subscribe for an aggregate of 20,000,000 Shares (and 20,000,000 attaching options) under Tranche 2 of the Placement to raise $200,000 on the same terms and conditions as the Placement, subject to Shareholder approval being received ( Director Participation ). The Company is seeking Shareholder approval for the Director Participation under Resolutions 7 and 8.

Funds raised from the Placement will be used towards the Company’s exploration programs in South Australia, Brazil and Namibia, to acquire the Itambe Rare Earth Project in Brazil, for general working capital and to pay the costs of the Placement.

1.2 Lead Manager

The Company engaged the services of GBA Capital Pty Ltd (ACN 643 039 123) ( GBA Capital ) to act as lead manager to the Placement ( Lead Manager Mandate ).

Pursuant to the Lead Manager Mandate, in consideration for lead manager services provided by GBA Capital, the Company has agreed to:

• (a) pay a capital raising fee of 6% (plus GST) of the total proceeds raised under the Placement; and

• (b) subject to Shareholder approval, issue a total of 34,275,000 Options on the same terms and conditions as the Placement Options ( Broker Options ) (the subject of Resolution6).

The Lead Manager Mandate is otherwise on terms considered standard for an agreement of its nature.

3879641v8 - Notice of GM - CR3 (22 12 25) - ASX Approved

2. RESOLUTIONS 1 TO 3 – RATIFICATION OF PRIOR ISSUE OF AND AGREEMENT TO ISSUE TRANCHE A PLACEMENT SHARES UNDER LISTING RULES 7.1 AND 7.1A

2.1 General

These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue and agreement to issue an aggregate of 102,796,455 Tranche 1 Placement Shares at an issue price of $0.01 each.

51,000,000 Shares were issued on 15 December 2025 pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1 ).

It is intended that the balance of the Tranche 1 Placement Shares be issued as follows:

• (a) 9, 885,873 Shares are issued pursuant to the Company’s placement capacity under Listing Rule 7.1 prior to the Meeting and in any event in January 2026 (being the subject of Resolution 2 ).

• (b) 41,910,582 Shares are issued pursuant to the Company’s placement capacity under Listing Rule 7.1A prior to the Meeting and in any event in January 2026 (being, the subject of Resolution 3 ).

• (c) A total of 150,000,000 Tranche 1 Placement Shares will be issued pursuant to the Shareholder approval received at the Company’s Annual General Meeting in January 2026 and prior to this Meeting.

2.2 Listing Rules 7.1 and 7.1A

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 28 November 2025.

The issue and the agreement to issue do not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.

2.3 Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and 7.1A. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

2.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the issue and the agreement to issue the Tranche 1 Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If these Resolutions are not passed, the issue and the agreement to issue the Tranche 1 Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the

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Company can issue without Shareholder approval over the 12 month period following the date of the issue.

2.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom	Professional and sophisticated investors who were identified through a bookbuild process, which involved GBA Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company, other than Mr Jose Luis who is a substantial holder and will be issued more than 1% of the Placement (72,000,000 shares).
Securities were issued or the
basis on which those persons
were identified/selected
Number and class of	102,796,455 Tranche 1 Placement Shares in total on the following basis: (a) 51,000,000 Tranche 1 Placement Shares were issued under Listing Rule 7.1 (ratification of which is sought underResolution 1); (b) 9, 885,873 Tranche 1 Placement Shares will be issued pursuant to Listing Rule 7.1 prior to the Meeting (ratification of which is sought under Resolution 2); and (c) 41,910,582 Tranche 1 Placement Shares will be issued pursuant to Listing Rule 7.1A prior to the Meeting (ratification of which is sought under Resolution 3). The Company notes that an additional 150,000,000 Tranche 1 Placement Shares will be issued in January 2026, prior to the Meeting, pursuant to the Shareholder approval received at the Annual General Meeting.
Securities issued
Terms of Securities	The Tranche 1 Placement Shares were and will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the	51,000,000 Tranche 1 Placement Shares were issued on 15 December 2025. 9,885,873 Tranche 1 Placement Shares will be issued in January 2026 prior to the Meeting. 41,910,582 Tranche 1 Placement Shares will be issued in January 2026 prior to the Meeting. It is intended that the additional 150,000,000 Tranche 1 Placement Shares will also be issued in January 2026 pursuant to the Shareholder approval the Company has already received at its Annual General Meeting.
Securities were issued
Price or other consideration	$0.01 per Tranche 1 Placement Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A.
the Company received for
the Securities
Purpose of the issue, including	Refer to Section 1.1 for details of the proposed use of funds.
the intended use of any funds
raised by the issue

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Summary of material terms of	The Tranche 1 Placement Shares were and will be issued to Placement Participants pursuant to customary placement letters.
agreement to issue
Voting Exclusion Statement	A voting exclusion statement applies to these Resolutions.
Compliance	The issue did not breach Listing Rule 7.1 and the agreement to issue will not breach Listing Rule 7.1A.

3. RESOLUTION 4 – APPROVAL TO ISSUE TRANCHE 1 PLACEMENT OPTIONS

3.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 252,796,455 Placement Options issued under Tranche 1 of the Placement ( Tranche 1 Placement Options ).

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue.

3.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom	Professional and sophisticated investors who were identified through a bookbuild process, which involved GBA Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company, other than Mr Jose Luis who is a substantial holder and will be issued more than 1% of the Placement (72,000,000 shares).
Securities will be issued or the
basis on which those persons
were or will be
identified/selected
Number of Securities and	252,796,455 Tranche 1 Placement Options will be issued.
class to be issued
Terms of Securities	The Tranche 1 Placement Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the	The Company expects to issue the Tranche 1 Placement Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Tranche 1 Placement Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Securities will be issued
Price or other consideration	The Tranche 1 Placement Options will be issued at a nil issue price, as the Tranche 1 Placement Options will be issued free attaching with the Shares under the Placement on a 1:1 basis.
the Company will receive for
the Securities

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Purpose of the issue, including	The purpose of the issue is to satisfy the Company’s obligations under the Placement.
the intended use of any funds
raised by the issue
Summary of material terms of	The Tranche 1 Placement Options are not being issued pursuant to an agreement but will be issued to Placement Participants pursuant to customary placement letters.
agreement to issue
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

4. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 SHARES AND OPTIONS

4.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 2,203,545 Tranche 2 Placement Shares, together with 2,203,545 Placement Options on the basis of 1 free attaching Option for every 1 Share subscribed for and issued.

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

4.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue and no further funds will be raised under the Placement.

4.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom	Professional and sophisticated investors who will be identified through a bookbuild process, which will involve GBA Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company other than Mr Jose Luis who is a substantial holder and will be issued more than 1% of the Placement (72,000,000 Shares).
Securities will be issued or the
basis on which those persons
were or will be
identified/selected
Number of Securities and	2,203,545 Tranche 2 Placement Shares and 2,203,545 Placement Options will be issued.
class to be issued
Terms of Securities	The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Placement Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Securities will be issued

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Price or other consideration	$0.01 per Tranche 2 Placement Share and nil per Placement Option as the Placement Options will be issued free attaching with the Shares on a 1:1 basis.
the Company will receive for
the Securities
Purpose of the issue, including	Refer to Section 1.1 for details of the proposed use of funds.
the intended use of any funds
raised by the issue
Summary of material terms of	The Tranche 2 Placement Shares and Placement Options are not being issued pursuant to an agreement but will be issued to Placement Participants pursuant to customary placement letters.
agreement to issue
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

5. RESOLUTION 6 – APPROVAL TO ISSUE BROKER OPTIONS

5.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 34,375,000 Broker Options in consideration for lead manager services provided by GBA Capital under the Lead Manager Mandate.

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

5.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue and the Company may need to find alternate ways to compensate GBA Capital under the Lead Manager Mandate.

5.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom	GBA Capital Pty Ltd (or nominee/s).
Securities will be issued or the
basis on which those persons
were or will be
identified/selected
Number of Securities and	34,375,000 Broker Options will be issued.
class to be issued
Terms of Securities	The Broker Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Securities will be issued
Price or other consideration	The Broker Options will be issued at a nil issue price, as they are being issued in consideration for lead manager services GBA Capital.
the Company will receive for
the Securities

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Purpose of the issue, including	The purpose of the issue is to satisfy the Company’s obligations under the Lead Manager Mandate.
the intended use of any funds
raised by the issue
Summary of material terms of	The Broker Options are being issued under the Lead Manager Mandate, a summary of the material terms of which is set out in Section 1.2.
agreement to issue
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

6. RESOLUTION 7 AND RESOLUTION 8 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND OPTIONS TO CHRIS GALE AND ANTHONYGREENAWAY

6.1 General

The background to the Placement is set out above in Section 1.1.

Resolutions 7 and 8 seek Shareholder approval for the purposes of Listing Rule 10.11 for the issue of an aggregate of 20,000,000 Tranche 2 Placement Shares and 20,000,000 Placement Options to Mr Chris Gale and Mr Anthony Greenaway (or their nominee(s)) on the terms and conditions set out below to enable the Director to participate in the Placement on the same terms as unrelated participants.

Further details in respect of the Director Participation are set out in the table below.

RECIPIENT	RESOLUTION	PARTICIPATION	PARTICIPATION	PARTICIPATION
		QUANTUM		FUNDS RAISED
		SHARES	OPTIONS
Chris Gale (or his nominee)	7	15,000,000	15,000,000	$150,000
Anthony Greenaway (or his nominee)	8	5,000,000	5,000,000	$50,000
TOTAL		20,000,000	20,000,000	$200,000

6.2 Chapter 2E of the Corporations Act

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

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

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

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

The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Chris Gale and Mr Anthony Greenaway who have a material personal interest in Resolution 7 and 8 respectively) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the proposed issue because the Shares and Options will be issued to the Directors (or their nominee(s)) on the same terms as Placement Shares and Placement Options issued to the unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

6.3 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:

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• 10.11.1 a related party;

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

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

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

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

unless it obtains the approval of its shareholders.

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

6.4 Technical Information required by Listig Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.1. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If these Resolutions are not passed, the Company will not be able to proceed with the issue and no further funds will be raised under the Placement.

• 6.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Securities will be issued	Mr Chris Gale and Mr Anthony Greenaway.
Categorisation under Listing Rule 10.11	Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related parties of the Company by virtue of being Directors. Any nominee(s) of the proposed recipients who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	The maximum number of Securities to be issued (being the nature of the financial benefit proposed to be given) and the allocation between the recipients is set out in the table included at Section 6.1 above.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

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REQUIRED INFORMATION	DETAILS
Price or other consideration the Company will receive for the Securities	$0.01 per Tranche 2 Placement Share and nil per Option as the Options will be issued free attaching with the Shares on a 1:1 basis.
Purpose of the issue, including the intended use of any funds raised by the issue	Refer to Section 1.1 for details of the proposed use of funds.
Summary of material terms of agreement to issue	The Securities are not being issued under an agreement.

7. RESOLUTION 9 – APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE PLAN

7.1 General

This Resolution seeks Shareholder approval for purposes of Listing Rule 7.2 (Exception 13(b)) for the issue of a maximum of 25,000,000 Securities under the employee incentive scheme titled “ Securities Incentive Plan ” ( Plan ).

The Plan was last approved by Shareholders on 30 November 2023 and the Company received approval to issue 130, 656, 785 Securities (on a pre-consolidation basis).

The objective of the Plan is to attract, motivate and retain key employees, contractors and other persons who provide services to the Company, and the Company considers that the adoption of the Plan and the future issue of Securities under the Plan will provide these parties with the opportunity to participate in the future growth of the Company.

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

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

7.2 Technical Information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years. The issue of any Securities to eligible participants under the Plan (up to the maximum number of Securities stated in Section 7.3 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If this Resolution is not passed, the Company will be able to proceed with the issue of Securities under the Plan to eligible participants, but any issues of Securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Securities.

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7.3 Technical information required by Listing Rule 7.2 (Exception 13)

REQUIRED INFORMATION	DETAILS
Terms of the Plan	A summary of the material terms and conditions of the Plan is set out in Schedule 2.
Number of Securities previously issued under the Plan	The Company has issued nil Securities (on a pre- consolidation basis) under the Plan since the Plan was last approved by Shareholders on 30 November 2023.
Maximum number of Securities proposed to be issued under the Plan	The maximum number of Securities proposed to be issued under the Plan in reliance on to Listing Rule 7.2 (Exception 13), following Shareholder approval, is 25,000,000 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately. The Company must also seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.
Voting prohibition statement	A voting prohibition statement applies to this Resolution.

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G L O S S A R Y

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Core Energy Minerals Limited (ACN 009 118 861).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Listing Rules means the Listing Rules of ASX.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Security means a Share or Option (as applicable).

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

Shareholder means a registered holder of a Share.

VWAP means volume weighted average price.

WST means Western Standard Time as observed in Perth, Western Australia.

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S C H E D U L E 1 – T E R M S A N D C O N D I T I O N S O F P L A C E M E N T A N D B R O K E R O P T I O N S

1.	Entitlement	Each Option entitles the holder to subscribe for one Share upon
		exercise of the Option.
2.	Exercise Price	Subject to paragraph 9, the amount payable upon exercise of each
		Option will be $0.015 (Exercise Price).
3.	Expiry Date	Each Option will expire at 5:00 pm (AWST) 3 years from the date of
		issue (Expiry Date).
		An Option not exercised before the Expiry Date will automatically
		lapse on the Expiry Date
4.	Exercise Period	The Options are exercisable at any time on or prior to the Expiry Date
		(Exercise Period).
5.	Exercise Notice	The Options may be exercised during the Exercise Period by notice
		in writing to the Company in the manner specified on the Option
		certificate (Exercise Notice) and payment of the Exercise Price for
		each Option being exercised in Australian currency by electronic
		funds transfer or other means of payment acceptable to the
		Company.
6.	Exercise Date	An Exercise Notice is only effective on and from the later of the date
		of receipt of the Exercise Notice and the date of receipt of the
		payment of the Exercise Price for each Option being exercised in
		cleared funds (Exercise Date).
7.	Timing of issue of Shares	Within five Business Days after the Exercise Date, the Company will:
	on exercise	(a) issue the number of Shares required under these terms and
		conditions in respect of the number of Options specified in
		the Exercise Notice and for which cleared funds have been
		received by the Company;
		(b) if required, give ASX a notice that complies with section
		708A(5)(e) of the Corporations Act, or, if the Company is
		unable to issue such a notice, lodge with ASIC a prospectus
		prepared in accordance with the Corporations Act and
		do all such things necessary to satisfy section 708A(11) of
		the Corporations Act to ensure that an offer for sale of the
		Shares does not require disclosure to investors; and
		(c) if admitted to the official list of ASX at the time, apply for
		official quotation on ASX of Shares issued pursuant to the
		exercise of the Options.
		If a notice delivered under 7(b) for any reason is not effective to
		ensure that an offer for sale of the Shares does not require disclosure
		to investors, the Company must, no later than 20 Business Days after
		becoming aware of such notice being ineffective, lodge with ASIC
		a prospectus prepared in accordance with the Corporations Act
		and do all such things necessary to satisfy section 708A(11) of the
		Corporations Act to ensure that an offer for sale of the Shares does
		not require disclosure to investors.
8.	Shares issued on	Shares issued on exercise of the Options rank equally with the then
	exercise	issued shares of the Company.
9.	Reorganisation	If there is a reorganisation of the issued share capital of the
		Company (including any subdivision, consolidation, reduction,
		return or cancellation of such issued capital of the Company), the
		rights of the holder will be changed to the extent necessary to
		comply with the ASX Listing Rules applicable to a reorganisation of
		capital at the time of the reorganisation.

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10.	Participation in new	There are no participation rights or entitlements inherent in the
	issues	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.
11.	Change in exercise	An Option does not confer the right to a change in Exercise Price or
	price	a change in the number of underlying securities over which the
		Option can be exercised.
12.	Transferability	The Options are transferable subject to any restriction or escrow
		arrangements imposed by ASX or under applicable Australian
		securities laws.

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S C H E D U L E 2 – T E R M S A N D C O N D I T I O N S O F S E C U R I T I E S I N C E N T I V E P L A N

A summary of the material terms of the Plan is set out below.

Eligible Participant	Eligible Participantmeans a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time.
Purpose	The purpose of the Plan is to: (a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Options or Performance Rights (Convertible Securities).
Maximum number of Convertible Securities	The Company will not make an invitation under the Plan which involves monetary consideration if the number of Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed 5% of the total number of issued Shares at the date of the invitation (unless the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b). The maximum number of equity securities proposed to be issued under the Plan in reliance on Listing Rule 7.2 (Exemption 13(a)) is 130,656,785 Securities. It is not envisaged that the maximum number of Securities will be issued immediately.
Plan administration	The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the_Income Tax_ Assessment Act 1997(Cth)). The Board may delegate its powers and discretion.
Eligibility, invitation and application	The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination of) the Securities provided under the Plan on such terms and conditions as the Board decides. On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
Grant of Securities	The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number and type of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

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Rights attaching to Convertible Securities	AConvertible Securityrepresents a right to acquire one or more Plan Shares in accordance with the Plan (for example, an Option or a Performance Right). Prior to a Convertible Security being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security other than as expressly set out in the Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (see Adjustment of Convertible Securities section below).
Restrictions on dealing with Convertible Securities	Convertible Securities issued under the Plan cannot be sold, assigned, transferred, have a security interest granted over or otherwise dealt with unless in Special Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the holder) with the consent of the Board in which case the Convertible Securities may be exercisable on terms determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.
Vesting of Convertible Securities	Any vesting conditions applicable to the Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that security will lapse.
Forfeiture of Convertible Securities	Convertible Securities will be forfeited in the following circumstances: (a) in the case of unvested Convertible Securities only, where the holder ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Company and any Associated Bodies Corporate (as defined in the Corporations Act) (theGroup); (b) in the case of unvested Convertible only, where a Participant acts fraudulently, dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group; (c) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (d) on the date the Participant becomes insolvent; or (e) on the Expiry Date.
Listing of Convertible Securities	Convertible Securities granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of Convertible Securities granted under the Plan on the ASX or any other recognised exchange.
Exercise of Convertible Securities and cashless exercise	To exercise a security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time followingvestingof the Convertible Securities(if subject to vesting

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	conditions) and prior to the expiry date as set out in the invitation or vesting notice. An invitation to apply for Convertible Securities may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities. Market Valuemeans, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. Convertible Securities may not be exercised unless and until that security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
Timing of issue of Shares and quotation of Shares on exercise	Within five business days after the issue of a valid notice of exercise by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
Restriction periods and restrictions on transfer of Shares on exercise	If the invitation provides that any Shares issued upon the valid exercise of a Convertible Security are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. Additionally, Shares issued on exercise of the Convertible Securities are subject to the following restrictions: (a) if the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Convertible Securities may not be traded 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; (b) all Shares issued on exercise of the Convertible Securities are subject to restrictions imposed by applicable law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available; and (c) all Shares issued on exercise of the Convertible Securities are subject to the terms of the Company’s Securities Trading Policy.
Rights attaching to Shares on exercise	All Shares issued upon exercise of Convertible Securities will rank equally in all respects with the then Shares of the Company.
Change of control	If a change of control event occurs (being an event which results in any person (either alone or together with associates) owning more than 50% of the Company’s issued capital), the Board may in its discretion determine the manner in which any or all of the holder’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the holder to participate in and/or benefit from any transaction arising from or in connection with the change of control event. The Board may specify in the Invitation how the Convertible Securities will be treated on a change of control event occurring, or the Board determining that such event is likely to occur, which may vary depending upon circumstances in which the Participant becomes a leaver and preserve some or all of the Board’s discretion under this rule.

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Participation in entitlements and bonus issues	Subject always to the rights under the following two paragraphs, Participants will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
Adjustment for bonus issue	If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the Participant is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.
Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
Buy-Back	Subject to applicable law, the Company may at any time buy-back the Securities in accordance with the terms of the Plan.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Convertible Securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Convertible Securities.
Amendment of Plan	Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.
Income Tax Assessment Act	The Plan is a plan to which Subdivision 83A-C of the_Income Tax_ Assessment Act 1997(Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise.

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

Core Energy Minerals Ltd | ABN 27 009 118 861

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Your proxy voting instruction must be received by 11:00am (AWST) on Sunday, 01 February 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Core Energy Minerals Ltd, to be held at 11:00am (AWST) on Tuesday, 03 February 2026 at Unit 3, 32 Harrogate Street, West Leederville WA 6007 hereby:

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Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

	STEP 2 - Your voting direction
Resolutions		For	Against Abstain
1	RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 SHARES ISSUED UNDER– LISTING RULE 7.1
2	RATIFICATION OF AGREEMENT TO ISSUE TRANCHE 1 SHARES UNDER LISTING RULE 7.1
3	RATIFICATION OF AGREEMENT TO ISSUE TRANCHE 1 SHARES UNDER LISTING RULE 7.1A
4	APPROVAL TO ISSUE TRANCHE 1 PLACEMENT OPTIONS
5	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND OPTIONS
6	APPROVAL TO ISSUE BROKER OPTIONS
7	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND OPTIONS – CHRIS GALE
8	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND OPTIONS – ANTHONY GREENAWAY
9	APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE PLAN
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not
be counted in computing the required majority on a poll.

STEP 3	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details
		Individual					or Securityholder 1																	Securityholder 2														Securityholder 3
	Sole Director and Sole Company Secretary																								Director										Director / Company Secretary
Contact Name:
Email		Address:
Contact Daytime Telephone																														Date (DD/MM/YY)
																																			/						/
By providing			your		email address, you elect to												receive all					communications despatched by the Company electronically (where legally permissible).