GBM RESOURCES LIMITED. — Proxy Solicitation & Information Statement 2026

Feb 1, 2026

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Level 9, 28 The Esplanade Perth WA 6000

E reception@gbmex.com.au P (08) 9322 6322 www.gbmr.com.au ABN 91 124 752 745

2 February 2026

Dear Shareholder

GBM Resources Limited – General Meeting of Shareholders, 4 March 2026

Notice is hereby given that a General Meeting of Shareholders of GBM Resources Limited ( Company) will be held at 10.00am (AWST) on Wednesday, 4 March 2026 at the Conference Room, Ground Floor, 28 The Esplanade, Perth Western Australia 6000 ( Meeting ).

In accordance with the Corporations Amendments (Meetings and Documents) Act 2022 (Cth), the Company will not be sending physical copies of the Notice of Meeting, and accompanying Explanatory Memorandum ( Meeting Materials ), to shareholders unless they have made a valid election to receive documents in physical copy.

Instead, a copy of the Meeting Materials will be available electronically under the “ASX announcements” section of the Company’s website at https://www.gbmr.com.au/asx-announcements/. If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form.

A copy of the Proxy Form is enclosed for convenience.

The Directors strongly encourage all Shareholders to lodge their directed proxy votes prior to the Meeting and appoint the Chair as their proxy in accordance with the instructions set out in the Proxy Form. All voting at the Meeting will be conducted by poll.

If you have any difficulties obtaining a copy of the Meeting Materials, please contact the Company Secretary on (08) 9322 6322.

The Meeting Materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your stock broker, investment advisor, accountant, solicitor or other professional adviser.

GBM shareholders who wish to update their details to be able to receive communications and notices electronically can do so by visiting the Company’s share registry website at https://investor.automic.com.au.

Yours sincerely,

Lachlan Lynch Company Secretary GBM Resources Limited

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A C N 1 2 4 7 5 2 7 4 5

NOTICE OF GENERAL MEETING

A General Meeting of GBM Resources Limited will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 4 March 2026 commencing at 10:00am (AWST).

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform.

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on + 61 8 9322 6322.

Shareholders are urged to attend or vote by lodging the Proxy Form enclosed with the Notice.

GBM RESOURCES LIMITED ACN 124 752 745

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of GBM Resources Limited ( Company or GBM ) will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 4 March 2026 commencing at 10:00am (AWST) ( Meeting ).

If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at https://www.gbmr.com.au/ and the ASX announcements platform.

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

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 2 March 2026 at 5:00pm (AWST).

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

AGENDA

1 Resolution 1 – Approval to issue Shares to Wise Walkers Limited

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 95,315,926 Shares at an issue price of $0.053 per Share to Wise Walkers Limited (and/or its nominee(s)) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Wise Walkers Limited (and/or its 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 those persons.

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

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

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

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

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

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

2 Resolution 2 – Approval of Employee Equity Incentive Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholders approve the GBM Resources Limited Employee Equity Incentive Plan ( Plan ) and the grant of Employee Incentives, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

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

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

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

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

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

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

Voting Prohibition

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

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

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

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

BY ORDER OF THE BOARD

Lachlan Lynch

Company Secretary

Dated: 2 February 2026

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GBM RESOURCES LIMITED

ACN 124 752 745

EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 4 March 2026 commencing at 10:00am (AWST).

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

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

Section 2:	Action to be taken by Shareholders
Section 3:	Resolution 1 - Approval to issue Shares to Wise Walkers Limited
Section 4:	Resolution 2 - Approval of Employee Equity Incentive Plan
Schedule 1:	Definitions
Schedule 2:	Summary of Employee Equity Incentive Plan

A Proxy Form is enclosed with the Notice.

2 Action to be taken by Shareholders

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

2.1 Proxies

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

Please note that:

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

• (b) a proxy need not be a Shareholder; and

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

Proxy Forms must be received by the Company no later than 10:00am (AWST) on Monday, 2 March 2026, being at least 48 hours before the Meeting.

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

2.2 Attendance at Meeting

To vote in person, Shareholders are able to attend the Meeting at the time, date and place set out above. Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting.

If it becomes necessary or appropriate to make alternative arrangements to those set out in the Notice, the Company will notify Shareholders accordingly via the Company’s website at https://www.gbmr.com.au/ and the ASX announcements platform.

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3 Resolution 1 – Approval to issue Shares to Wise Walkers Limited

3.1 Background

On 9 October 2025, the Company announced that it had successfully secured commitments from both new and existing domestic and offshore institutional and sophisticated investors to subscribe for approximately 751,919,699 new fully paid ordinary shares to raise gross of A$39.85 million (before costs) ( Placement ).

The Placement was led by the Company’s largest shareholder, Wise Walkers Limited, who subject to shareholder approval, subscribed for A$8.05 million of the placement (equating to 151,919,699 Placement Shares), confirming their support for the Company and its 100%-owned Drummond Basin gold assets in Queensland, which hosts Mineral Resources of ~1.84Moz. Significant support was also received from existing investors, alongside new institutional investors which has further strengthened and diversified the Company’s shareholder base.

Proceeds from the Placement, alongside existing cash reserves, are to be used to advance exploration and development activities at the Company’s Drummond Basin portfolio, business development activities and general working capital.

The Company previously issued a Notice of Annual General Meeting that stated the Shares to be issued to Wise Walkers would occur by no later than one month after the date of the Meeting. Since obtaining the Shareholder approval for the issue of the Shares, Wise Walkers, which holds funds in China, informed the Company that it had been experiencing delays with obtaining approval from the relevant foreign exchange control authorities in China for the transfer of some of the funds to the Company's bank account.

On 19 December 2025, the Company announced that Wise Walkers subsequently paid A$3 million to the Company, with 56,603,776 Shares issued. Wise Walkers were expecting to receive the required Chinese regulatory approvals for the balance of their subscription amount of A$5.05 million. However, as at the date that was one month from the date Shareholder approval was received at the annual general meeting, Wise Walkers were yet to receive the Chinese regulatory approvals to enable the transfer of the remaining subscription amount and issue of 95,315,926 Shares. The Company has entered into a new binding commitment with Wise Walkers to subscribe for the balance of the remaining Shares, being 95,315,926 Shares at $0.053 each for a total of A$5.05 million.

Since the announcement on 19 December 2025, the Company has received the full balance of Wise Walkers’ subscription amount, being A$5.05 million to the Company’s bank account. The terms and conditions upon which Wise Walkers Limited, will subscribe for the Shares will be the same terms and conditions as other investors in the Placement.

Refer to the Company's ASX released on 9 October 2025 and 19 December 2025 for further details.

Resolution 1 seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of 95,315,926 Shares to Wise Walkers Limited (and/or its nominee(s)) to raise gross proceeds of $5,051,744.

Resolution 1 is an ordinary resolution.

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

3.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

• (a) a related party;

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

• (c) a person who is, or was at any time in the six 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 exception to do so;

• (d) an associate of a person referred to in (a) to (c); or

• (e) a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains Shareholder approval.

The issue of Shares to Wise Walkers Limited (and/or its nominee(s)) falls within Listing Rule 10.11.3 as Wise Walkers Limited are an entity who holds a substantial shareholding (10%+) in the Company and who have nominated a director (Mr. Liu Hang) to the board of the Company pursuant to a relevant agreement which gives them the right to do so, and do not fall within any of the exceptions in Listing Rule 10.12. Therefore, the issue of the Shares requires Shareholder approval under Listing Rule 10.11.

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If Shareholder approval is obtained under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolution 1 will be to allow the Company to issue the 95,315,926 Shares to Wise Walkers Limited (and/or its nominee(s)) pursuant to Resolution 1 without using the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 1 is not passed, the Company will not issue the 95,315,926 Shares to Wise Walkers Limited (and/or its nominee(s)).

3.3 Specific information required by Listing Rule 10.13.

Listing Rule 10.13 requires that the following information be provided to Shareholders:

• (a) the 95,315,926 Shares will be issued to Wise Walkers Limited (and/or his nominee(s)) pursuant to Resolution 1;

• (b) Wise Walkers Limited falls within Listing Rule 10.11.3 as they are an entity who holds a substantial shareholding (10%+) in the Company and who have nominated a director (Mr. Liu Hang) to the board of the Company pursuant to a relevant agreement which gives them the right to do so;

• (c) the maximum number of Shares the Company will issue to Wise Walkers Limited (and/or its nominee(s)) is 95,315,926;

• (d) the Shares to be issued to Wise Walkers Limited (and/or its nominee(s)) are fully paid ordinary shares and rank equally in all respects with the Company's existing Shares on issue;

• (e) the Company will issue the Shares to Wise Walkers Limited (and/or its nominee(s)) no later than one month after the date of the Meeting;

• (f) the Shares to be issued to Wise Walkers Limited (and/or its nominee(s)) will each be allotted at an issue price of $0.053 per Share, raising approximately $5,051,744;

• (g) proceeds from the issue of the Shares to Wise Walkers Limited (and/or its nominee(s)) will be used as detailed in Section 3.1;

• (h) the Shares will be issued to Wise Walkers Limited (and/or its nominee(s)) pursuant to a short form subscription letter pursuant to which Wise Walkers Limited agreed to subscribe for the relevant Shares at an issue price of $0.053 per Share, subject to Shareholder approval. Apart from the subscription for Shares there are no other material terms under the subscription letter;

• (i) the issue of the Shares to Wise Walkers Limited (and/or its nominee(s)) is not intended to incentivise and are not part of any remuneration for Mr. Liu Hang; and

• (j) a voting exclusion statement is included in the Notice for Resolution 1.

3.4 Board recommendation

The Board (excluding Mr Liu Hang) recommends that Shareholders vote in favour of Resolution 1.

4 Resolution 2 – Approval of Employee Equity Incentive Plan

4.1 General

Resolution 2 seeks Shareholder approval, pursuant to Listing Rule 7.2, Exception 13, to adopt the GBM Resources Limited Employee Equity Incentive Plan (Plan) and to enable Performance Rights, Options, and Shares upon exercise or conversion of those Performance Rights and Options to be issued under the Plan to eligible employees and contractors (Employee Incentives) to be exempted from Listing Rule 7.1 for a period of 3 years from the date on which Resolution 2 is passed.

A summary of the Plan, to be adopted pursuant to Resolution 2, is set out in Schedule 2.

Resolution 2 seeks Shareholder approval to adopt the Plan to offer the opportunity for eligible employees and contractors to subscribe for Employee Incentives, in order to increase the range of potential incentives available for eligible employees and contractors.

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

• (a) enable the Company to incentivise and retain existing key management personnel and other eligible employees and contractors needed to achieve the Company's business objectives;

• (b) enable the Company to recruit, incentivise and retain additional key management personnel, and other eligible employees and contractors, needed to achieve the Company's business objectives;

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

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• (d) align the financial interest of participants of the Plan with those of Shareholders; and

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

Resolution 2 is an ordinary resolution.

If Resolution 2 is passed, Employee Incentives issued under the Plan in the 3 years from the date on which Resolution 2 is passed will be excluded when calculating the Company’s 15% Placement Capacity, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is not passed, the Employee Incentives issued under the Plan will be included in calculating the Company’s 15% limit in 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.

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

4.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to convert to equity (such as an option or performance right), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2, Exception 13, operates as one of the exceptions to Listing Rule 7.1. The effect of Shareholder approval under Listing Rule 7.2, Exception 13 is that any issues of securities under the Plan are treated as having been made with the approval of shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2, Exception 13 lasts for a period of three years.

4.3 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2, Exception 13(b), the following information is provided:

(a) a summary of the material terms of the Plan is set out in Schedule 2 and form part of the Notice;

(b) the Plan is being adopted for the first time and therefore no securities have been issued under the Plan since it was last approved;

• (c) the maximum number of securities that can be issued under the Plan is 450,000,000 Employee Incentives, equivalent to 10% of the Company’s issued share capital; and

• (d) a voting exclusion statement in respect of Resolution 2 has been included in the Notice.

4.4 Board Recommendation

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

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Schedule 1 Definitions

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

$ or A$ means Australian Dollars.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors of the Company.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

Listing Rules means the listing rules of ASX.

Meeting has the meaning given to that term in the introductory paragraph of the Notice.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form. Placement has the meaning given in Section 3.1.

Proxy Form means the proxy form enclosed with the Notice.

Resolution means a resolution proposed pursuant to the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Shareholder means a registered holder of one or more Shares.

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Schedule 2

Summary of Employee Equity Incentive Plan

The terms of the Employee Equity Incentive Plan ( Plan ) are summarised below. A copy of the Plan can be obtained by contacting the Company. Capitalised terms not defined in the Notice have the meaning given in the Plan.

Eligible Employees : The eligible participants under the Plan are Employees who are declared by the Board in its sole and absolute discretion to be eligible to receive grants of Options or Performance Rights under the Plan, or any other person who is declared by the Board in its sole and absolute discretion to be eligible to receive grants of Options or Performance Rights under the Plan. For the purposes of the Plan, "Employee" means an employee or other consultant or contractor of the Company, or any member of the Group. In accordance with the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan and be granted Shares, Options or Performance Rights.

Limits on Offer for monetary consideration : An Offer of Employee Incentives that requires cash consideration to be paid either on issue or exercise of the Employee Incentives (e.g. an Option with an exercise price) may only be made if the Company reasonably believes when making such an Offer, that the Offer will not result in the Company to be in breach of the cap imposed by Division 1A of Part 7.12 of the Corporations Act ( ESS Provisions

Limits on Offer for no monetary consideration : An Offer of Employee Incentives for no monetary consideration must not at any time exceed 10% of the total number of Shares on issue and such an Offer must not cause the Company to be in breach of the cap imposed by the ESS Provisions.

Individual Limits : The Plan does not set out a maximum number of Shares that may be issued to any one person or company. However, the Board must not issue any Shares under the Plan to any person if such an issue is prohibited by, or would contravene, any applicable law (including the Corporations Act).

Offer and Conditions : An Offer must be set out in an Offer Letter delivered to an Eligible Employee. The Offer Letter may specify (as determined by the Board):

• (a) the number of Options or Performance Rights;

• (b) the conditions on the Offer;

• (c) the Grant Date;

• (d) the Fee (if any);

• (e) the Performance Criteria (if any);

• (f) the Vesting Conditions (if any);

• (g) the Exercise Price (if any);

• (h) the Exercise Period (if applicable);

• (i) the Performance Period (if applicable); and

• (j) the Expiry Date and Term (if applicable);

Consideration Payable : Options and Performance Rights will be issued for nil consideration.

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

Lapse of Options and Performance Rights : Subject to the Board's discretion, Options and Performance Rights shall automatically be cancelled for no consideration where:

• (a) the Participant ceases to hold employment or office with the Company or Group member (except where the Participant is a Good Leaver);

• (b) the Participant is determined to have engaged in Fraudulent or Dishonest Conduct (described below);

• (c) the applicable Performance Criteria and/or Vesting Conditions are not achieved by the relevant time;

• (d) the Board determines, in its reasonable opinion, that the applicable Performance Criteria and/or Vesting Conditions have not been met or cannot be met within the relevant time;

• (e) the Expiry Date has passed;

• (f) the Board determines that the Participant has brought the Group into disrepute or acted contrary to the interest of the Company or Group;

• (g) the Participant has elected to surrender the Performance Rights or Options; and

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(h) the Offer Letter provides for the cancellation of the Performance Rights or Options in any other circumstances.

Good Leaver : A Good Leaver is a Participant who ceases employment or office with the Company or a Group Member and is determined by the Board to be a Good Leaver. Where a Participant who holds Employee Incentives becomes a Good Leaver:

• (a) all vested Options or Performance Rights which have not been exercised will continue in force and remain exercisable for 90 days after the date the Participant becomes a Good Leaver, unless the Board determines otherwise in its sole and absolute discretion, after which the Employee Incentives will lapse; and

• (b) the Board may in its discretion (subject to the Corporations Act and Listing Rules) permit unvested Employee Incentive held by the Good Leaver to vest, amend the vesting criteria applicable to the Employee Incentives (including Performance Criteria and/or Vesting Conditions or determine that the unvested Employee Incentives lapse.

Bad Leaver : A Bad Leaver is a Participant who, unless the Board determines otherwise, ceases employment or office with the Company or a Group member (which includes for any of the circumstances amount to Fraudulent or Dishonest Conduct (described below). Where a Participant who holds Employee Incentives becomes a Bad Leaver all vested and unvested Employee Incentives will lapse (unless the Board determines otherwise). Where a Participant who holds Employee Incentives becomes a Bad Leaver the Board may determine to exercise the right to buy back any Shares issued upon exercise of an Option or conversion of a Performance Right.

Fraudulent or Dishonest Conduct : Where, in the opinion of the Board, a Participant or former Participant (which may include a Good Leaver) has engaged in Fraudulent or Dishonest Conduct the Board may deem all Employee Incentives held by the Participant or former Participant to automatically be forfeited. Fraudulent or Dishonest Conduct means a Participant or former Participant:

• (a) acts fraudulently or dishonestly;

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

• (c) has, by any act or omission, in the opinion of the Board (determined in its absolute discretion): (i) brought the Company, the Group, its business or reputation into disrepute; or

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

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

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

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

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

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

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

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

• (k) has wilfully or negligently failed to perform their duties under any employment contract entered into by the Participant with any member of the Group;

• (l) has engaged in a transaction which involves a conflict of interest to their employment with the Company resulting in the Participant or former Participant obtaining a personal benefit;

• (m) accepts a position to work with a competitor of the Company or Group;

• (n) acting in such a manner that could be seen as being inconsistent with the culture and values of the Company or the Group; or

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(o) any other act that the Board determines in its absolute discretion to constitute fraudulent or dishonest by the Participant or former Participant.

Change of Control : All granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest (regardless of whether any Performance Criteria or Vesting Conditions have been satisfied, subject to compliance with the Listing Rule) and a Participant may exercise any or all of their Options (regardless of whether the Vesting Conditions have been satisfied, subject to compliance with the Listing Rule) provided that no Option will be capable of exercise later than the Expiry Date, if any of the following change of control events occur:

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

• (b) a Takeover Bid;

• (i) is announced;

• (ii) has become unconditional; and

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

• (c) any person acquires a Relevant Interest in 50.1% or more of the issued Shares by any other means; or

(d) the Company announces that a sale or transfer (in one transaction or a series of transaction) of the whole (or substantially the whole) of the undertaking and business of the Company has been completed.

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

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

• 10 -

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

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GBM Resources Limited | ABN 91 124 752 745

Your proxy voting instruction must be received by 10:00am (AWST) on Monday, 02 March 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 GBM Resources Limited, to be held at 10:00am (AWST) on Wednesday, 04 March 2026 at Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia 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 2 (except where I/we have indicated a different voting intention below) even though Resolution 2 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	Against Abstain
1 Approval to issue Shares to Wise Walkers Limited
2 Approval of Employee Equity 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 – Signatures and contact details

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