G50 CORP LIMITED — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

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20 December 2024

Notice of Extraordinary General Meeting and Proxy Form

In accordance with Listing Rule 3.17, G50 Corp Limited (G50 or the Company) attaches a copy of the following documents:

1. Letter to Shareholders regarding arrangements for an Extraordinary General Meeting;

2. Notice of General Meeting; and

3. Proxy Form

This Notice has been authorised for release by the Managing Director of G50.

For enquiries:

Mark Wallace Managing Director G50 Corp Limited queries@g50corp.com +61 2 8355 1819

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G50 Corp Limited (ASX: G50) Suite 1601, 213 Miller Street, North Sydney, NSW 2060 ABN : 18 645 022 233

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ABOUT G50

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G50 is exploring for precious and critical metals in the United States of America. G50 operates its Golconda Project in Arizona, its White Caps Project in Nevada and is headquartered in Sydney, Australia. G50 is listed on the Australian Securities Exchange.

G50 Corp Limited (ASX: G50)

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G50 Corp Limited (ASX: G50) Suite 1601, 213 Miller Street, North Sydney, NSW 2060 ABN : 18 645 022 233

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20 December 2024

Dear Shareholders,

An Extraordinary General Meeting of Gold 50 Limited (the Company) is scheduled to be held on Friday 31 January 2025, commencing at 11.00am (AEDT) (Meeting). On behalf of the Directors of the Company I invite shareholders to join us at the meeting at the Company’s office at Suite 16.01 Level 16, 213 Miller Street, North Sydney NSW 2060.

In accordance with section 110D Corporations Act 2002 we will not be sending you a hard copy of the Notice of Meeting or Proxy Form by post ahead of the Meeting. Instead you are able to view and download a copy of the Notice of Meeting and Proxy Form https://www.g50corp.com/investors/announcements/ or at our share registry’s website www.investorserve.com.au by logging in and selecting Company Announcements from the main menu.

Even if you intend to attend the meeting in person, the Directors strongly encourage all shareholders to lodge a directed proxy form by 11.00am (AEDT) on Wednesday 29 January 2025. This will allow your directed proxy vote to be counted if for any reason you cannot attend on the day.

There will be an opportunity to ask questions at the meeting and you may also submit your questions in writing to the queries@g50corp.com at least 7 business before the Meeting.

The Corporations Amendment (Meetings and Documents) Act 2022 (Amendment Act) includes a requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act (Notice). The Company has fulfilled this requirement by making a Notice available on our website at https://www.g50corp.com/investors/announcements/.

Any further updates required to be given in relation to the Meeting will be made available to shareholders on the Company’s website and the Company’s ASX announcements platform.

Yours faithfully,

Robert Reynolds, Chairman

For and on behalf of the Board

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G50 Corp Limited (ASX: G50) Suite 1601, 213 Miller Street, North Sydney, NSW 2060 ABN : 18 645 022 233

ABOUT G50

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G50 is exploring for precious and critical metals in the United States of America. G50 operates its Golconda Project in Arizona, its White Caps Project in Nevada and is headquartered in Sydney, Australia. G50 is listed on the Australian Securities Exchange.

G50 Corp Limited (ASX: G50)

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Notice of extraordinary general meeting and explanatory memorandum

G50 Corp Limited ACN 645 022 233

Date:	Friday 31 January 2025
Time:	11.00 am (AEDT)
Place:	G50 Offices, Suite 16.01 Level 16, 213 Miller Street, North Sydney
	NSW 2060

N O T I C E O F E X T R A O R D I N A R Y G E N E R A L M E E T I N G

Notice is given that an Extraordinary General Meeting of G50 Corp Limited ACN 645 022 233 (the Company) will be held on 31 January 2025 at 11.00 am (AEDT)

The Board encourages Shareholders to monitor the ASX and the Company’s website for any updates in relation to the Meeting that may need to be provided. In the meantime, the Board encourages Shareholders to submit their proxies as early as possible.

BUSINESS OF THE MEETING

Shareholders are invited to consider the following item of business at this Extraordinary General Meeting:

Resolution 1	Ratification of issue of the Placement Shares
Description	In November 2024 the Company conducted a capital raising to raise funds through the issue of 30,816,081 fully paid securities at 15c per security on 27 November 2024 (“the Placement Shares”) in the Company pursuant to the Company’s 15% and 10% placement capacity under ASX Listing Rules 7.1 and 7.1A. The Company seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for issue of the Placement Shares
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: o “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 30,816,081 Placement Shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	A voting exclusion statement applies to this resolution. Please see below.

Resolution 2	Approval for the issue of ordinary shares to Director Mr Bernard Rowe
Description	In November 2024, the Company conducted a capital raising to raise funds through the issue of fully paid securities in the Company at 15c per security.

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	Resolutions 2-5 seek shareholder approval for the issue of further of 6,517,253 shares at 15c per share to raise additional capital under the same terms (“the Tranche 2 Shares”) of the capital raising. Resolution 2 seeks shareholder approval for issue of 166,667 Tranche 2 shares in the Company, to Mr Bernard Rowe, a Non-Executive Director of the Company, or his nominee(s).
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholder approval is given for the future issue of 166,667 Tranche 2 Shares to Mr Rowe (and / or his nominee), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	A voting exclusion statement applies to this resolution. Please see below.
Resolution 3	Approval for the issue of ordinary shares to Director Mr Ian Davies
Description	Resolution 3 seeks shareholder approval for the issue of 166.667 Tranche 2 Shares in the Company, to Mr Ian Davies, a Non-Executive Director of the Company, or his nominee(s).
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholder approval is given for the future issue of 166,667 Tranche 2 Shares to Mr Davies (and / or his nominee), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	A voting exclusion statement applies to this resolution. Please see below.
Resolution 4	Approval for the issue of ordinary shares to Director Mr Mark Wallace
Description	Resolution 4 seeks shareholder approval for the issue of 100,000 Tranche 2 Shares in the Company, to Mr Mark Wallace, a Managing Director of the Company, or his nominee(s).
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholder approval is given for the future issue of_100,000_Tranche 2 Shares to Mr Wallace (and /

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	or his nominee), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	A voting exclusion statement applies to this resolution. Please see below.
Resolution 5	Approval for the issue of ordinary shares to non-related parties
Description	Resolution 5 seeks shareholder approval for the issue of 6,083,919 Tranche 2 Shares in the Company to non-related parties at the same terms as the November Placement.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholder approval is given for the future issue of 6,083,919 Tranche 2 Shares to non-related parties at, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	A voting exclusion statement applies to this resolution. Please see below.

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VOTING EXCLUSIONS AND PROHIBITION STATEMENTS

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

Resolution 1 Ratification of issue of Placement Shares

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue of the Placement Shares or is a counterparty to the agreement being approved (namely Placement participants), or any associates of those persons. However, this does not apply to a vote cast in favour of the Resolution by: • 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 the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolutions 2 - 5 Approval of the issue of Tranche 2 Shares to Director Bernard Rowe, Ian Davies, Mark Wallace and non-related participants

The Company will disregard any votes cast in favour of this resolutions by or on behalf of a person who will participate in the issue of the Tranche 2 Shares or is a counterparty to the agreement being approved (namely Tranche 2 participants), or any associates of those persons. by:

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(a) Mr Bernard Rowe, Mr. Ian Davies, Mr. Mark Wallace and non-related participants and their nominee(s); (b) any associates of the persons named in sub-paragraph (a); and (c) any other person who will receive a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a Shareholder); and (d) any associate of those recipients or person who will receive a material benefit as a result of the proposed issue of securities. However, the Company will not disregard a vote if it is cast by:  a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form that specify how the proxy is to vote on these resolutions.

Dated: 20 December 2024

By order of the Board of G50 Corp Limited

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Eryl Baron Company Secretary

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QUESTIONS FROM SHAREHOLDERS

In order to provide an equal opportunity for all shareholders to ask questions of the Board, we ask

you to submit in writing any questions to the Company . Please send your written questions to queries@g50corp.com by no later than 11.00am (AEDT) on 24 January 2025. Your questions should relate to matters that are relevant to the business of the Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum. During the course of the Meeting, the Chair will seek to address as many shareholder questions as reasonably practicable. However, there may not be sufficient time to answer all questions at the Meeting. Please note that individual responses may not be sent to shareholders.

VOTING INFORMATION

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Meeting may appoint one proxy or, if the shareholder is entitled to cast two or more votes at the meeting, two proxies, to attend and vote instead of the shareholder.

• (b) Where two proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the meeting.

• (c) A proxy need not be a shareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the meeting.

• (e) A proxy form accompanies this notice. If a shareholder wishes to appoint more than one proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 11.00am (AEDT) on 29 January 2025:

• online by going to: https://www.votingonline.com.au/g50egm2025; or

• by post to Boardroom Pty Limited: GPO Box 3993, Sydney NSW 2001; or

• by facsimile: +61 2 9290 9655.

Voting and other entitlements at the General Meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (AEDT) on

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29 January 2025 will be taken to be held by the persons who held them at that time for the purposes of the General Meeting (including determining voting entitlements at the meeting). If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Chair of the Meeting intends to vote all available undirected proxies in favour of each item of business.

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E X P L A N A T O R Y M E M O R A N D U M T O N O T I C E O F 2 0 2 5 G E N E R A L M E E T I N G

Resolution 1	Ratification of issue of the Placement Shares
Explanation	In November 2024 the Company conducted a capital raising to raise funds through the issue of fully paid securities (“the Placement Shares”) in the Company pursuant to the Company’s 15% and 10% placement capacity under ASX Listing Rules 7.1 and 7.1A. The Company seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares.
ASX Listing Rules	An issue of, or agreement to issue, securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if each of the following apply: • The issue or agreement did not breach rule 7.1; and • The holders of the entity’s ordinary securities subsequently approve it.
Reasons for Resolution 1	The effect of ratification (in accordance with ASX Listing Rule 7.4) of the issue of the Placement Shares is the reinstatement of the Company’s capacity under ASX Listing Rule 7.1. This will effectively enable the Company to issue further shares of up to 15% of the issued capital of the Company. If Resolution 1 is not passed, the issue will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the Issue Date.
Information required to be provided under the ASX Listing Rules 7.5	In accordance with ASX Listing Rule 7.5, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.4, the following information is provided to shareholders: No. of securities issued 30,816,081 fully paid ordinary shares. Issue price per security $0.15 per share. Date of Issue 27 November 2024

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	Recipients of issue The Shares were issued to participants who were determined on the basis of applications received from institutional, sophisticated, professional or qualified investors who are clients of the Joint Lead Managers and Bookrunners, Bell Potter Securities Limited and Morgan Corporate Limited. The Company confirms that no related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company’s shares, advisers of the Company or associates of any of these parties were issued more than 1% of the issued capital of the Company. Terms of securities Fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company. The shares were not issued under an agreement. Use of funds raised Funds raised from Placement will primarily support a maiden drilling program at the White Caps gold project in Nevada and a significant follow up drilling program at the Company’s high grade gallium halo discovery and precious metals discovery at Golconda in Arizona. As part of the planned program, the Company will commence mineralogy and bench scale metallurgical test work. The Placement will also support administration/corporate costs and general working capital.
Voting Exclusion	A voting exclusion statement applies to this item of business, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that Shareholders vote in favour of this resolution.
Chair’s available proxies	The Chair of the Meeting intends to vote all available proxies in favour of this resolution.

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Resolutions 2-4	Approval of the future issue of Tranche 2 Shares to Directors Bernard Rowe, Ian Davies and Mark Wallace
Explanation	On 21 November 2024 the Company announced that it had received firm commitments from sophisticated and accredited investors to raise $5.60 million (before costs) through a placement of 30,816,081 fully paid shares at 15c per share under the Company’s 7.1 and 7.1A capacity and a further issue of Tranche 2 Shares of 6,517,253 fully paid shares issued on or around 7 February 2025, subject to shareholder approval, at an issue price of $0.15 each. Directors Bernard Rowe, Ian Davies and Mark Wallace subscribed for Tranche 2 Shares, and subject to obtaining Shareholder approval, the Company agreed to issue 433,334 Shares to them on the terms and conditions set out below. Resolutions 2-4 seek the necessary Shareholder approval in accordance with ASX Listing Rule 10.11 for the issue of these Tranche 2 Shares.
Shareholder Approval	ASX Listing Rule 10.11 ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to: (a) 10.11.1 - a related party; (b) 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; (c) 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; (d) 10.11.4 - an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or (e) 10.11.5 - a person whose relationship with the company or a person referred to in ASX 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 of Shares to Directors Bernard Rowe, Ian Davies and Mark Wallace (and/or their nominee) falls within Listing Rule 10.11.1 and non-related parties falls under

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		Listing Rule 10.11.2 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of Shareholders under ASX Listing Rule 10.11.1. If Resolutions 2-4 are passed, ASX Listing Rule 7.2 Exception 14 will apply, and the entity does not require separate shareholder approval under ASX Listing Rule 7.1 or 7.1A. The issue of securities to the director is not subject to 15% and 10% placement capacity limits.
Disclosures made for the purposes of Listing Rule 10.13		Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to these Resolutions 2-4: (a) Mr Bernard Rowe, Mr Ian Davies and Mr Mark Wallace fall within the category set out in ASX Listing Rule 10.11.1 as Mr Rowe, Mr Davies and Mr Wallace are a related party of the Company by virtue of being directors. (b) The number of Placement Shares to be issued to Mr Rowe, Mr Davies and Mr Wallace will be as follows: Director No. of shares Consideration at $0.15 per share Bernard Rowe 166,667$ 25,000 Ian Davies 166,667$ 25,000 Mark Wallace 100,000 $15,000 Total 433,334$65,000 (c) The Tranche 2 Shares will rank equally in all respects with the Company’s existing Shares on issue. (d) The Tranche 2 Shares will be issued to Mr Rowe,Mr Davies and Mr Wallace (and/or their nominees) no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). (f) The Company intends to use the proceeds from the issue of the Tranche 2 Shares to support a maiden drilling program at the White Caps gold project in Nevada and a significant follow up drilling program at the Company’s high grade gallium halo discovery and precious metals discovery at Golconda in Arizona.

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(g) The issue of the Placement Shares is not intended to remunerate or incentivise Mr Rowe, Mr Davies and Mr Wallace. (h) A voting exclusion statement is included in the Notice of Meeting for Resolutions 2-4 preceding this Explanatory Memorandum. If Resolutions 2-4 are passed, the Company will be able to proceed to issue to Mr. Rowe, Mr Davies and Mr. Wallace (and/or their nominees) the 433,334 Tranche 2 Shares for which they have subscribed. In addition, the issue will be excluded from approval under ASX Listing Rule 7.1. If Resolutions 2-4 are not passed, the Company will not be able to proceed to issue to Mr Rowe, Mr Davies, Mr Wallace (and/or their nominees) the 433,334 Tranche 2 Shares.

Board Recommendation

Non-participating Board Member Mr Robert Reynolds recommends that Shareholders vote in favour of Resolutions 2-4.

Resolution 5

Approval under ASX Listing Rule 7.1 for the issue of up to 6,083,919 Tranche 2 Shares at an issue price of $0.15 per share

Explanation

In accordance with ASX Listing Rule 7.3, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.1, the following information is provided to shareholders: Recipients of issue The Shares will be issued to participants who were determined on the basis of applications received from institutional, sophisticated, professional or qualified investors who are clients of the Joint Lead Managers and Bookrunners, Bell Potter Securities Limited and Morgan Corporate Limited. The Company confirms that no related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company’s shares, advisers of the Company or

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associates of any of these parties will be issued more than 1% of the issued capital of the Company. Number and class of securities to be issued Up to 6,083,919 fully paid ordinary shares in the Company. Date by which securities will be issued Subject to shareholder approval being obtained for this Resolution 5, the Company intends to issue the Tranche 2 Shares as soon as practicable after the Meeting, or any event within 3 months from the date of the Meeting. Consideration the Company will receive for the issue The Tranche 2 Shares will be issued at $0.15 to raise up to $912,588 (before costs). Purpose of issue and use of funds raised Funds raised from the issue of the Tranche 2 Shares will be used to support a maiden drilling program at the White Caps gold project in Nevada and a significant follow up drilling program at the Company’s high grade gallium halo discovery and precious metals discovery at Golconda in Arizona. Voting exclusion statement A voting exclusion applies to this item of business, as set out in the 'Voting Exclusions' section of this Notice.

Effect of Resolution 5 being approved or not approved

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Shares to the Tranche 2 non-related Participants under the Listing Rule 7.1. If Resolution 5 is not passed and Resolution 1 is not passed, the Company will not have the capacity to issue shares under ASX Listing Rule 7.1 and the shares will not

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	be issued. If Resolution 5 is not passed and Resolution 1 is passed, the issue will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the Issue Date.
Board recommendation	The Directors unanimously recommend that shareholders vote in favour of Resolution 5
Chair’s available proxies	The Chair of the Meeting intends to vote all available proxies in favour of this Resolution.

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DEFINITIONS

Board	means the Company’s Board of Directors.
CompanyorG50	means G50 Corp Limited
Constitution	means the constitution of G50 Corp Limited.
Corporations Act	means_Corporations Act 2001 (C’th_).
Director	means a director of the board of G50 Corp Limited.
Explanatory Memorandum	means this explanatory memorandum accompanying and forming part of this Notice.
Meeting	means the extraordinary general meeting of the Company on 31 January 2025 to which the Notice relates.
Notice	means this notice of meeting of the Company, including the accompanying Explanatory Memorandum.
Resolution	means a resolution set out in this Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a holder of at least one Share.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (AEDT) on Wednesday, 29 January 2025.

 TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/g50egm2025 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am on Wednesday, 29 January 2025. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/g50egm2025  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

G50 Corp Limited ABN 18 645 022 233

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of G50 Corp Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

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 at the Extraordinary General Meeting of the Company to be held at the G50 Offices, Suite 16.01 Level 16, 213 Miller Street, North Sydney NSW 2060 on Friday, 31 January 2025 at 11.00 am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 2, 3 & 4, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 2, 3 & 4 is connected with the issue of securities to Directors.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 2, 3 & 4). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2

VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Ratification of issue of the Placement Shares Resolution 2 Approval for the issue of ordinary shares to Director Mr Bernard Rowe Resolution 3 Approval for the issue of ordinary shares to Director Mr Ian Davies Resolution 4 Approval for the issue of ordinary shares to Director Mr Mark Wallace Resolution 5 Approval for the issue of ordinary shares to non-related parties

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025