INFINI RESOURCES LIMITED — Proxy Solicitation & Information Statement 2025

Aug 13, 2025

Letter to Shareholders 14 August 2025

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Dear Shareholder,

GENERAL MEETING OF SHAREHOLDERS – NOTICE AND PROXY FORM

Notice is given that the General Meeting (‘ Meeting’ ) of Shareholders of Infini Resources Limited (‘ Infini Resources ’ or ‘ the Company ’) will be held as follows:

Time: 10.00 am (AWST) Date: Friday, 12 September 2025

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

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting to shareholders unless a shareholder has requested to receive a hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded at the following link: www.infiniresources.com.au or from the ASX Company Announcements Platform at asx.com.au (ASX: I88).

The Company will be conducting the Meeting at the location without the use of video conferencing technology.

A copy of your personalised Proxy Form is enclosed for your reference. All resolutions in the Notice of Meeting will be voted upon by poll. Shareholders are strongly encouraged to submit their Proxy Form to the Company’s share registry, using any of the methods as detailed on the Proxy.

Shareholders are invited to lodge questions in advance of the meeting by emailing questions to info@infiniresources.com.au. Common questions received from shareholders will be addressed during the meeting. For shareholders attending the meeting, there will be an opportunity to ask questions at the meeting as each resolution is being considered.

Your proxy voting instruction must be received by 10.00 am (AWST) on Wednesday, 10 September 2025 being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

In order to receive electronic communications from the Company in the future, please update your Shareholder details via Automic’s Investor Portal at https://investor.automic.com.au/#/home.

If you have already registered, simply enter your username and password and click "log in". If you have not yet registered, simply click "register" and follow the prompts. Once you have logged in, click on "profile". You can then select "edit" in the Communication Preferences section. Once you have selected "Electronic Only" and added your email address, click "save”.

The Meeting Materials are important and 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. If you have any difficulties obtaining a copy of the Meeting Materials please contact the Company’s share registry, on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

For more information on Infini Resource, refer to the Company’s website at: infiniresources.com.au. Yours sincerely

INFINI RESOURCES LIMITED

Infini Resources Limited Level 50, 108 St Georges Terrace Perth Western Australia 6000

www.infiniresources.com.au

ABN 77 656 098 583

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Infini Resources Limited ACN 656 098 583

Notice of General Meeting

A general meeting of the Company will be held as follows:

Time and date: 10.00 am (AWST) on Friday, 12 September 2025

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

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

Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on +61 8 6166 6361

Shareholders are urged to attend the Meeting or vote by lodging the Proxy Form attached to the Notice.

Infini Resources Limited

ACN 656 098 583 (Company)

Notice of General Meeting

Notice is given that a general meeting of Shareholders of Infini Resources Limited (ACN 656 098 583) ( Infini , the Company ) ( Meeting ) will be held at:

Time: 10.00 am (AWST) Date: Friday, 12 September 2025

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

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 as at 5.00 pm (AWST) on 10 September 2025.

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

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

Agenda

Resolution 1 – Ratification of issue of Vendor Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of 2,622,378 Vendor Shares, on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Ratification of issue of Vendor Performance Rights

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 7.4 and for all other purposes, Shareholders approve the issue of 1,311,189 Vendor Performance Rights, on the terms and conditions in the Explanatory Memorandum.’

Resolution 3 – Ratification of issue of February FT Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of 4,050,223 February FT Shares, on the terms and conditions in the Explanatory Memorandum.’

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Resolution 4 – Approval to issue August FT Shares

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 14,822,999 August FT Shares, on the terms and conditions in the Explanatory Memorandum.’

Resolution 5 – Approval to issue JLM Options

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 6,000,000 JLM Options, on the terms and conditions in the Explanatory Memorandum.’

Resolution 6 – Approval to issue Director Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,481,481 Director Placement Shares to the Directors (or their respective nominees) as follows:

• (a) 1,111,111 Director Placement Shares to David Pevcic; and

• (b) 259,259 Director Placement Shares to Robert Martin;

on the terms and conditions in the Explanatory Memorandum.’

Resolution 7– Approval to issue CEO Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 111,111 CEO Placement Shares to Rohan Bone (or his nominees) on the terms and conditions set out in the Explanatory Memorandum.’

Other Business

To consider any other business that may be brought before the Meeting in accordance with the Company’s Constitution.

2 Voting exclusions

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

• (a) Resolution 1 : by or on behalf of any person who participated in the issue of the Vendor Shares, or any of their respective associates;

• (b) Resolution 2 : by or on behalf of any person who participated in the issue of the Vendor Performance Rights, or any of their respective associates;

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• (c) Resolution 3 : by or on behalf of any person who participated in the issue of the February FT Shares, or any of their respective associates;

• (d) Resolution 4 : by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the August FT Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates, or their nominees;

• (e) Resolution 5 : by or on behalf of any person who participated in the issue of the JLM Options, or any of their respective associates;

• (f) Resolution 6(a) : by or on behalf of Mr David Pevcic (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

• (g) Resolution 6(b) : by or on behalf of Mr Robert Martin (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and

• (h) Resolution 7 : by or on behalf of Rohan Bone (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these CEO Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates

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

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

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

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

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

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

BY ORDER OF THE BOARD

Rohan Bone Chief Executive Officer Infini Resources Limited Dated: 14 August 2025

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Infini Resources Limited

ACN 656 098 583 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 on Friday, 12 September 2025 at 10.00 am (AWST).

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

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

Section 2	Voting and attendance information
Section 3	Resolution 1 – Ratification of issue of Vendor Shares
Section 4	Resolution 2 – Ratification of issue of Vendor Performance Rights
Section 5	Resolution 3 – Ratification of issue of February FT Shares
Section 6	Resolution 4 – Approval to issue August FT Shares
Section 7	Resolution 5 – Approval to issue JLM Options
Section 8	Resolution 6 – Approval to issue Director Placement Shares
Section 9	Resolution 7 – Approval to issue CEO Placement Shares
Schedule 1	Definitions
Schedule 2	Terms and Conditions of the Vendor Performance Rights
Schedule 3	Terms and Conditions of the JLM Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Voting and attendance information

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

2.1

Voting in person

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

2.2

Voting by a corporation

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

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2.3 Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Shareholders are encouraged to vote by lodging the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

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

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

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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

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

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

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

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

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

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

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

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

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

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

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 10.00 am (AWST) on 10 September 2025, being not later than 48 hours before the commencement of the Meeting.

2.4 Chair's voting intentions

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

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2.5 Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company at info@infiniresources.com.au , by no later than 5.00 pm on 10 September 2025.

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

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

2.6

Notice of members’ rights

Shareholders have the right to elect to:

• (a) be sent certain documents in physical form;

• (b) be sent certain documents in electronic form; or

• (c) not be sent certain documents at all.

A notice of these rights and how Shareholders can make an election and/or request is available on the Company’s website at https://infiniresources.com.au/ .

3. Resolution 1 – Ratification of issue of Vendor Shares

3.1

Background

On 25 February 2025, the Company announced that it had entered into a binding share purchase agreement to acquire 100% of the issued share capital of U Energy Metals Pty Ltd ( U Energy Metals ), which holds a 100% interest in the Reynolds and Boulding Lake Uranium projects in Saskatchewan, Canada ( Canadian Projects ), from the shareholders of U Energy Metals, being Bekafigo Holdings Pty Ltd (ACN 071 891 935), Wygonda Investments Pty Ltd (ACN 147 701 755), Impact Equities Pty Ltd (ACN 628 638 657), Dice Equity Pty Ltd (ACN 663 200 128) AFT Bullion Equity Trust, Anna Abrossimova AFT A5 Trust, Boris Spaseski, John William Patrick Lengyel, James Spaseski, Wyatt Mckinlay Buck and Jim Tombides ( Vendors ) ( Acquisition Agreement ).

A summary of the material terms of the Acquisition Agreement is in Section 3.2 below.

As part consideration for the acquisition of the Canadian Projects, the Company issued 2,622,378 Shares to the Vendors, using the Company’s available placement capacity under Listing Rule 7.1 ( Vendor Shares ). The Company also issued 1,311,189 Vendor Performance Rights, using the Company’s available placement capacity under Listing Rule 7.1, which is the subject of Resolution 2.

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of 2,622,378 Vendor Shares.

3.2 Summary of material terms of Acquisition Agreement

Pursuant to the terms of the Acquisition Agreement, the Company agreed to acquire a 100% interest in the Canadian Projects, in consideration for the Company making the following payments to the Vendors (or their nominees):

• (a) a cash payment of AUD$100,000, to be paid at completion of the Acquisition Agreement ( Completion );

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• (b) the issue of 2,622,378 Vendor Shares, at the Company’s 15 trading day VWAP ($0.572 per Share) (total value AUD$1,500,000), subject to 12 months escrow, to be issued at Completion utilising the Company’s available placement capacity under Listing Rule 7.1; and

• (c) the issue of $750,000 worth of performance rights ( Vendor Performance Rights ), subject to the vesting conditions set out below and to be issued at Completion utilising the Company’s available placement capacity under Listing Rule 7.1:

Ref	Number of Performance Rights	Vesting Condition	Expiry
A	The number that converts to Shares to the value of A$250,000 with reference to the higher of the 15-Day VWAP prior to: (a) the date the Vesting Condition A is satisfied; or (b) the Execution Date ($0.572 per Share).	The Company announcing to ASX one drill intercept at the Reynolds or Boulder projects of at least 10 metres of U3O8 with a minimum grade of 0.1% or higher grade equivalent (eg 5m @ 0.2% U3O8) (Vesting Condition A).	5:00pm (AWST) on the date which is 3 years after the date of issue of the Performance Rights
B	The number that converts to Shares to the value of A$250,000 with reference to the higher of the 15-Day VWAP prior to: (a) the date the Vesting Condition B is satisfied; or (b) the Execution Date ($0.572 per Share).	The Company announcing to ASX 5 separate drill intercepts at the Reynolds or Boulder projects of at least 10 metres of U3O8 with a minimum grade of 0.1% or higher grade equivalent (eg 5m @ 0.2% U3O8) (Vesting Condition B).	5:00pm (AWST) on the date which is 3 years after the date of issue of the Performance Rights
C	The number that converts to Shares to the value of A$250,000 with reference to the higher of the 15-Day VWAP prior to: (a) the date the Vesting Condition C is satisfied; or (b) the Execution Date ($0.572 per Share).	The Company announcing to ASX a JORC compliant Mineral Resources Estimate in respect of the Reynolds or Boulder projects of at least 10 million pounds of U3O8, with a grade of 0.1% or greater (Vesting Condition C).	5:00pm (AWST) on the date which is 5 years after the date of issue of the Performance Rights

Note: 15-Day VWAP means the volume weighted average price of Buyer Shares calculated over 15 consecutive trading days

The remaining terms of the Acquisition Agreement are considered commercially standard for an agreement of this nature, including the standard warranties relating to the Canadian Projects.

3.3 Listing Rules 7.1 and 7.4

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

The issue of the Vendor Shares does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12month period following the issue of the Vendor Shares.

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

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

If Resolution 1 is passed, 2,622,378 Vendor Shares will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1 is not passed, 2,622,378 Vendor Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 2,622,378 Equity Securities for the 12-month period following the issue of those Vendor Shares.

3.4

Specific information required by Listing Rule 7.5

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

• (a) The Vendor Shares were issued to the Vendors, none of whom are a related party of the Company or Material Investor.

• (b) A total of 2,622,378 Vendor Shares were issued within the Company’s available 15% placement capacity permitted under Listing Rule 7.1.

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

• (d) The Vendor Shares were issued on 31 March 2025.

• (e) The Vendor Shares were issued for nil cash consideration, as part consideration for the acquisition of the Canada Projects. Accordingly, no funds were raised by the issue of the Vendor Shares.

• (f) A summary of the material terms of the Acquisition Agreement is in Section 3.2.

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

3.5 Additional information

Resolution 1 is an ordinary Resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

4. Resolution 2 – Ratification of issue of Vendor Performance Rights

4.1

Background

The background to the acquisition of the Canadian Project is in Section 3.1 above.

On 31 March 2025, the Company issued the Vendor Performance Rights using its available placement capacity under Listing Rule 7.1. The terms and conditions of the Vendor Performance Rights are set out in Schedule 2.

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of 1,311,189 Vendor Performance Rights.

4.2

Listing Rules 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is contained in Section 3.3 above.

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The issue of the Vendor Performance Rights does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12-month period following the issue of the Vendor Performance Rights.

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

If Resolution 2 is passed, 1,311,189 Vendor Performance Rights will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 2 is not passed, 1,311,189 Vendor Performance Rights will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 1,311,189 Equity Securities for the 12-month period following the issue of those Vendor Performance Rights.

4.3 Specific information required by Listing Rule 7.5

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

• (a) The Vendor Performance Rights were issued to the Vendors, none of whom are a related party of the Company or Material Investor.

• (b) A total of 1,311,189 Vendor Performance Rights were issued within the Company’s available 15% placement capacity permitted under Listing Rule 7.1.

• (c) The terms and conditions of the Vendor Performance Rights are set out in Schedule 2.

• (d) The Vendor Performance Rights were issued on 31 March 2025.

• (e) The Vendor Performance Rights were issued for nil cash consideration, as part consideration for the acquisition of the Canada Projects. Accordingly, no funds were raised by the issue of the Vendor Performance Rights.

• (f) A summary of the material terms of the Acquisition Agreement is in Section 3.2.

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

4.4 Additional information

Resolution 2 is an ordinary Resolution.

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

5. Resolution 3 – Ratification of issue of February FT Shares

5.1

Background

As announced on 6 February 2025, the Company undertook a placement to raise approximately C$3,000,000 (A$3,389,830[1] ) (before costs) through the issue of 4,050,223 Shares at an issue price of C$0.741 (A$0.837[2] ) per Share ( February FT Shares ) ( February FT Placement ). The February FT Shares are Canadian “flow-through shares”, which provide tax incentives to those investors for expenditures that qualify as flow through mining expenditures under the Income Tax Act (Canada) ( FT Shares ). The February FT Shares were issued at a premium to market

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pursuant to the Canadian flow-through shares regime. The FT Shares were issued using the Company’s available placement capacity under Listing Rule 7.1.

1, 2 using an exchange rate of A$1 = C$0.885

The term “flow-through share” is a defined term in the Income Tax Act (Canada) and is not a special type of share under corporate law. In this case, the term “flow-through share” refers to an ordinary share that was issued by the Company to an investor under an agreement in writing with the investor under which the Company agreed:

• (a) to incur certain Canadian exploration expenses; and

• (b) to renounce an amount to the investor in respect of those Canadian exploration expenses.

If the Company and the investor comply with the detailed rules in the Income Tax Act (Canada), the investor will be entitled to deduct the amount renounced in computing the investor’s income for Canadian income tax purposes and receive additional tax credits for expenditures targeting critical minerals.

The tax benefits associated with the FT Shares are available only to the investors (who are Canadian residents) and not to any other person who acquired the FT Shares through the onsale or transfer of those FT Shares.

PearTree Securities Inc. ( PearTree ) was engaged to facilitate the February FT Placement pursuant to a subscription and renunciation agreement dated 5 February 2025 ( February Subscription Agreement ), whereby the Company agreed to issue, and Peartree agreed to subscribe for the February FT Shares as agent for one or more disclosed principals (being an “accredited investor” or eligible to rely on the “minimum amount prospectus exemption” and a resident in a Canadian jurisdiction) ( February Investors ).

The February Investors then on-sold the February FT Shares to sophisticated and professional investors in Australia and certain other countries ( February Hard Placement ) by way of a block trade at a price of A$0.54 per Share ( February Hard Placement Participants ). The February FT Shares ceased to be “flow through shares” in the secondary sale and end-buyers received fully paid ordinary shares without any tax benefits associated with the February FT Shares.

On 14 February 2025, the Company issued the February FT Shares using the Company’s available placement capacity under Listing Rule 7.1A.

The FT Shares rank equally with the Company’s existing Shares on issue.

Bell Potter Securities Limited ( Lead Manager ) was appointed as lead manager and book runner to the February Hard Placement.

The February Hard Placement Participants were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the February Hard Placement from existing contacts of the Company and the Lead Manager.

PearTree did not receive any fees or commission from the Company for their role with respect to the February FT Placement.

Under the Lead Manager Mandate, the Company agreed to pay the Lead Manager a management and selling fee of 6% of the gross proceeds raised under the February Hard Placement.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the February FT Shares.

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5.2 Listing Rules 7.1A and 7.4

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

The issue of the February FT Shares does not fit within any of the exceptions to Listing Rule 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s additional 10% placement capacity under Listing Rule 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1A for the 12 month period following the issue of the February FT Shares.

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

The effect of Shareholders passing Resolution 3 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the additional 10% placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

If Resolution 3 is passed, 4,050,223 February FT Shares will be excluded in calculating the Company’s 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 3 is not passed, 4,050,223 February FT Shares will continue to be included in the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 4,050,223 Equity Securities for the 12-month period following the issue of those February FT Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

5.3

Specific information required by Listing Rule 7.5

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

• (a) The February FT Shares were issued to PearTree as agent for one or more February Investors. PearTree is a corporate advisor to the Company and is therefore a Material Investor, but following the divestment of the February FT Shares, no longer holds Shares in the Company. The February Hard Placement Participants were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the February Hard Placement from existing contacts of the Company and clients of the Lead Manager. None of the February Hard Placement Participants are a related party or Material Investor.

• (b) A total of 4,050,223 February FT Shares were issued within the Company’s available additional 10% placement capacity permitted under Listing Rule 7.1A.

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

• (d) The February FT Shares were issued on 14 February 2025.

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• (e) The February FT Shares were issued at C$0.741 (A$0.837) to February Investors and were subsequently on-sold to the February Hard Placement Participants at A$0.54 per Share.

• (f) The proceeds from the issue of the February FT Shares have been applied to exploration activities at the Company’s Portland Creek Uranium Project, including:

• (i) diamond drilling at the Talus prospect; and

• (ii) fieldwork to follow up additional magnetic, radiometric and soil anomalies within the Company’s Portland Creek project area.

• (g) The February FT Shares were issued pursuant to the February Subscription Agreement as set out in Section 5.1 above. The February Subscription Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and indemnity provisions).

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

5.4 Additional information

Resolution 3 is an ordinary Resolution.

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

6. Resolution 4 – Approval to issue August FT Shares

6.1 Background

On 5 August 2025, the Company announced it is proposing to undertake a placement to raise approximately C$2,629,600 (A$3,040,000[1] ) (before costs) through the issue of 14,822,999 Shares at an issue price of C$1774 (A$0.2052[2] ) per Share ( August FT Shares ) ( August FT Placement ).

1, 2 using an exchange rate of A$1 = C$0.865

The August FT Shares will be FT Shares. A summary of the FT Shares is in Section 5.1.

PearTree is engaged to facilitate the August FT Placement pursuant to a subscription and renunciation agreement ( August Subscription Agreement ) whereby the Company agreed to issue, and Peartree agreed to subscribe for the August FT Shares as agent for one or more disclosed principals (being an “accredited investor” or eligible to rely on the “minimum amount prospectus exemption” and a resident in a Canadian jurisdiction) ( August Investors ).

Once issued, the August Investors can then on-sell the August FT Shares to sophisticated and professional investors in Australia and certain other countries ( August Hard Placement ) by way of a block trade at a price of A$0.135 per Share ( August Hard Placement Participants ). The August FT Shares will cease to be “flow through shares” in the secondary sale and endbuyers will receive fully paid ordinary shares without any tax benefits associated with the August FT Shares.

The August FT Shares will rank equally with the Company’s existing Shares on issue.

The Lead Manager and 62 Capital Pty Ltd (together, the August Joint Lead Managers ) have been appointed as joint lead managers to the August Hard Placement.

The August Hard Placement Participants will be identified through a bookbuild process, which will involve the August Joint Lead Managers seeking expressions of interest to participate in the August Hard Placement from existing contacts of the Company and clients of the August Joint Lead Managers.

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PearTree will not receive any fees or commission from the Company for their role with respect to the August FT Placement.

Under the August Joint Lead Manager Mandate, the Company has agreed to pay the August Joint Lead Managers a management and selling fee of 6% of the gross proceeds raised under the August Hard Placement together with three options for every A$1 raised under the August Hard Placement (each with an exercise price $0.27 and an expiry date of 30 September 2028) ( JLM Options ). The issue of the JLM Options is the subject of Resolution 5. The Company will lodge a prospectus with ASIC to facilitate the secondary trading of the August FT Shares.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 14,822,999 August FT Shares pursuant to the August Subscription Agreement.

6.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.3 above.

The issue of the August FT Shares does not fit within any of the exceptions to Listing Rules 7.1 and exceeds the 15% limit. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to proceed with the issue of the 14,822,999 August FT Shares.

If Resolution 4 is not passed, the Company will not proceed with the August Placement and will not issue the 14,822,999 August FT Shares.

6.3

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the August FT Shares:

• (a) The August FT Shares will be issued to PearTree as agent for one or more Investors. PearTree is a corporate advisor to the Company and is therefore a Material Investor, but following the divestment of the August FT Shares, will no longer hold Shares in the Company. The August Hard Placement Participants will be identified through a bookbuild process, which will involve the August Joint Lead Managers seeking expressions of interest to participate in the August Hard Placement from existing contacts of the Company and clients of the August Joint Lead Managers.

In accordance with paragraph 7.2 of ASX Guidance Note 21, the Company advises that Sufian Ahmad (and his associates), a Material Investor, will be issued 1,629,630 Shares pursuant to the August Hard Placement, which constitutes more than 1% of the Company’s current issued capital. As noted above 62 Capital Pty Ltd, being one of the August Joint Lead Managers, is a company controlled by Mr Ahmad.

Other than as set out above, none of the August Hard Placement Participants are a related party or Material Investor.

• (b)

• A maximum of 14,822,999 August FT Shares will be issued.

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

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

• (e) The August FT Shares will be issued at C$0.1774 (A$0.2052) to Investors and will be subsequently on-sold to the August Hard Placement Participants at A$0.135 per Share.

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• (f) The proceeds from the issue of the August FT Shares will be used to fund the systematic field exploration program and drilling activities at the Portland Creek and Reynolds Lake and Boulding Lake Uranium Projects.

• (g) The August FT Shares will be issued pursuant to the August Subscription Agreement as set out in Section 6.1 above. The August Subscription Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and indemnity provisions).

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

6.4 Additional information

Resolution 4 is an ordinary resolution.

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

7. Resolution 5 – Approval to issue JLM Options

7.1 Background

The background to the August FT Placement is in Section 6.1 above.

In consideration for the services provided by the August Joint Lead Managers in respect of the August Hard Placement, the Company is proposing to issue the JLM Options to the August Joint Lead Managers.

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 6,000,000 JLM Options pursuant to the August Joint Lead Manager Mandate in the following proportions:

August Joint Lead Manager	Number of JLM Options
Bell Potter Securities Limited	3,000,000
62 Capital Pty Ltd	3,000,000

7.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.3 above.

The issue of the JLM Options does not fit within any of the exceptions to Listing Rules 7.1 and exceeds the 15% limit. It therefore requires the approval of Shareholders under Listing Rule 7.1. If Resolution 5 is passed, the Company will be able to proceed with the issue of the 6,000,000 JLM Options.

If Resolution 5 is not passed, the Company will not proceed with the issue the 6,000,000 JLM Options.

7.3 Specific information required by Listing Rule 7.3

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

• (a) The JLM Options will be issued to the August Joint Lead Managers, in the proportions set out in Section 7.1 above.

• (b) A maximum of 6,000,000 JLM Options will be issued in the proportions set out in Section 7.1 above.

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• (c) The terms and conditions of the JLM Options are set out in Schedule 3.

• (d) The JLM Options will be issued no later than 3 months after the date of the Meeting.

• (e) The JLM Options will be issued at a nil issue price, in consideration for services provided by the August Joint Lead Managers in relation to the August Hard Placement. The Company has not and will not receive any other consideration for the issue of the JLM Options (other than in respect of funds received on exercise of the JLM Options).

• (f) The purpose of the issue of the JLM Options is to satisfy the Company’s obligations under the August Joint Lead Manager Mandate.

• (g) The JLM Options will be issued pursuant to the August Joint Lead Manager Mandate as set out in Section 6.1 above. The August Joint Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and indemnity provisions).

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

7.4 Additional information

Resolution 5 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 5.

8. Resolution 6 – Approval to issue Director Placement Shares

8.1 Background

Further to the August FT Placement, each of Dr David Pevcic and Mr Robert Martin ( Director Placement Participants ) intend to subscribe for Shares on the same terms as the August Hard Placement Participants, through the issue of 1,370,370 Shares ( Director Placement Shares ) each with an issue price of $0.135 per Share, to raise $185,000 (before costs) ( Director Placement ).

Resolution 6(a) and (b) seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 1,370,370 Director Placement Shares to the Director Placement Participants (or their respective nominees.

The Director Placement Shares will be issued in the following proportions:

Director	Amount committed ($)	Number of Director Placement Shares
David Pevcic	150,000	1,111,111
Robert Martin	35,000	259,259
TOTAL	$185,000	1,370,370

8.2 Listing Rule 10.11

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

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

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

Page 16

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.1.3);

• (d) an associate of a person referred to in Listing Rules 10.1.1 to 10.1.3 (Listing Rule 10.11.4); or

• (e) a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.1.5).

Each of the Director Placement Participants are related parties of the Company by virtue of being Directors. Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Board that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Placement Shares to the Director Placement Participants (or their respective nominees) will not be included in the Company’s 15% placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 6(a) and (b) will be to allow the Company to issue the Director Placement Shares, raising $185,000 (before costs) for the Company.

If Resolution 6(a) is passed, the Company will be able to proceed with the issue of 1,111,111 Director Placement Shares to Dr David Pevcic (or his nominees), and will receive the $150,000 committed by Dr Pevcic under the Director Placement.

If Resolution 6(a) is not passed, the Company will not be able to proceed with the issue of 1,111,111 Director Placement Shares to Dr David Pevcic (or his nominees), and will not receive the $150,000 committed by Dr Pevcic under the Director Placement.

If Resolution 6(b) is passed, the Company will be able to proceed with the issue of 259,259 Director Placement Shares to Mr Robert Martin (or his nominees), and will receive the $35,000 committed by Mr Martin under the Director Placement.

If Resolution 6(b) is not passed, the Company will not be able to proceed with the issue of 259,259 Director Placement Shares to Mr Robert Martin (or his nominees), and will not receive the $35,000 committed by Mr Martin under the Director Placement.

8.3 Specific information required by Listing Rule 10.13

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

• (a) The Director Placement Shares will be issued to the Director Placement Participants (and/or their respective nominees) in the proportions set out in Section 8.1 above.

• (b) The Director Placement Participants each fall into the category stipulated by Listing Rule 10.11.1 by virtue of being Director of the Company. In the event the Director Placement Shares are issued to a nominee of a Director Placement Participant, that nominee will fall within the category stipulated in Listing Rule 10.11.4.

• (c) A maximum of 1,370,370 Director Placement Shares will be issued to the Director Placement Participants (or their respective nominees) in the proportions set out in Section 8.1 above.

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

• (e) The Director Placement Shares will be issued no later than one month after the date of the Meeting.

• (f) The Director Placement Shares will be issued at a price of $0.135 each, being the same issue price as the Shares issued under the August Hard Placement and will raise approximately $185,000 (before costs).

• (g) The proceeds from the issue of the Director Placement Shares will be used to meet the costs of the August FT Placement and general working capital.

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

• (i) The Director Placement Shares will not be issued pursuant to an agreement.

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

8.4 Chapter 2E of the Corporations Act

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

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

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

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

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

The Directors (each considering the Resolution they are not the subject of) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Placement Shares because the Director Shares will be issued on the same terms as those Shares issued to the August Hard Placement Participants in the August Hard Placement (being $0.135 each) and as such the giving of the financial benefit is on arm’s length terms.

8.5 Additional Information

Resolution 6(a) and (b) (inclusive) are each a separate ordinary Resolution.

The Board decline to make a recommendation in relation to Resolution 6(a) and (b)(inclusive) due to the personal interests of the Directors in the outcome of these Resolutions.

9. Resolution 7 – Approval to issue CEO Placement Shares

9.1

General

Further to the August FT Placement, the Company’s Chief Executive Officer, Mr Rohan Bone intends to subscribe for Shares on the same terms as the August Hard Placement Participants, through the issue of to 111,111 CEO Placement Shares ( CEO Placement Shares ) each with an issue price of $0.135 per Share, to raise $15,000 (before costs) ( CEO Placement ).

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Resolution 7 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 111,111 CEO Placement Shares to Rohan Bone (or his nominees).

9.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 3.3 above.

The proposed issue of the CEO Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and exceeds the Company’s 15% limit. It therefore requires the approval of Shareholders under Listing Rule 7.1.

The effect of Shareholders passing Resolution 7 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 7 is passed, the Company will be able to proceed with the issue 111,111 CEO Placement Shares and raise up to $15,000 (before costs). In addition, the issue of the CEO Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue or agree to issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the 111,111 CEO Placement Shares and, accordingly, will not receive the additional $15,000 (before costs) committed by Mr Bone.

9.3 Specific information required by Listing Rule 7.3

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

• (a) The CEO Placement Shares will be issued to Rohan Bone (or his nominees), who is the Chief Executive Officer of the Company, and is not a related party of the Company.

• (b) A maximum of 111,111 CEO Placement Shares will be issued.

• (c) The CEO Placement Shares will be fully paid and rank equally in all respects with the Company's existing Shares on issue.

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

• (e) The CEO Placement Shares will be issued at a price of $0.135 each, being the same issue price as the Shares issued under the August Hard Placement and will raise approximately $15,000 (before costs).

• (f) The proceeds from the issue of the CEO Placement Shares will be used to meet the costs of the August FT Placement and general working capital.

• (g) The CEO Placement Shares will not be issued pursuant to an agreement.

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

9.4 Additional Information

Resolution 7 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 7.

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Schedule 1 Definitions

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

$	means Australian Dollars.
Acquisition Agreement	has the meaning given in Section 5.1.
ASIC	means Australian Securities Investment Commission.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the
	context permits, the Australian Securities Exchange operated by
	ASX Limited.
August FT Shares	has the meaning given in Section 6.1.
August FT Placement	has the meaning given in Section 6.1.
August Hard Placement	has the meaning given in Section 6.1.
August Hard Placement	has the meaning given in Section 6.1.
Participants
August Investors	has the meaning given in Section 6.1.
August Joint Lead	means the Lead Manager and 62 Capital Pty Ltd ACN 677 075 704.
Managers
August Joint Lead Manager	means the joint lead manager mandate between the Company and
Mandate	the August Joint Lead Managers.
August Subscription	has the meaning given in Section 6.1.
Agreement
AWST	means Australian Western Standard Time, being the time in Perth,
	Western Australia.
Board	means the board of Directors.
Canadian Projects	has the meaning given in Section 5.1.
CEO Placement	has the meaning given in Section 9.1.
CEO Placement Shares	has the meaning given in Section 9.1.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Company	means Infini Resources Limited (ACN 656 098 583).
Completion	has the meaning given in Section 3.2(a).
Corporations Act	means the_Corporations Act 2001_(Cth) as amended or modified
	from time to time.
Director	means a director of the Company.
Director Placement	has the meaning given in Section 8.1.
Director Placement	means each of Dr David Pevcic and Mr Robert Martin.
Participant
Director Placement Shares	has the meaning given in Section 8.1.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory Memorandum	means the explanatory memorandum which forms part of the Notice.
February FT Shares	has the meaning given in Section 5.1.

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February FT Placement	has the meaning given in Section 5.1.
February Hard Placement	has the meaning given in Section 5.1.
February Hard Placement	has the meaning given in Section 5.1.
Participants
February Investors	has the meaning given in Section 5.1.
February Subscription	has the meaning given in Section 5.1.
Agreement
FT Shares	has the meaning given in Section 5.1.
JLM Options	has the meaning given in Section 6.1.
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.
Lead Manager	Means Bell Potter Securities Limited (ACN 006 390 772).
Listing Rules	means the listing rules of ASX.
Material Investor	means in relation to the Company:
	(a) a related party;
	(b) Key Management Personnel;
	(c) a substantial Shareholder;
	(d) an advisor; or
	(e) an associate of the above,
	who received Shares which constituted more than 1% of the
	Company’s issued capital at the time of issue.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.
PearTree	means PearTree Securities Inc.
Proxy Form	means the proxy form attached to the Notice.
Resolution	means the resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a Section of this Notice.
Securities	means any Equity Securities of the Company (including Shares,
	Options and/or performance rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
U Energy Metals	has the meaning given in Section 3.1.
Vendors	has the meaning given in Section 3.1.
Vendor Shares	has the meaning given in Section 3.1.
Vendor Performance Rights	has the meaning given in Section 3.2(c).
VWAP	means the volume weighted average price of the Company’s Shares.

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Schedule 2 Terms and Conditions of the Vendor Performance Rights

The terms and conditions of the Consideration Performance Rights (hereinafter referred to as Performance Rights ) are set out below:

1. ( Entitlement ): Subject to the terms and conditions set out below, each Performance Right, once vested, entitles the holder to the issue of one fully paid ordinary share in the capital of the Buyer ( Buyer Share ).

3. ( Issue Price ): The Performance Rights are issued for nil cash consideration.

4. ( Vesting Condition ): Subject to the terms and conditions set out below, the Performance Rights will have the following vesting condition ( Vesting Condition ) .

Tranche	Number of Performance Rights	Vesting condition	Expiry
A	The number that converts to I88 Shares to the value of A$250,000 with reference to the higher of the 15-Day VWAP prior to: (a) the date the Vesting Condition A is satisfied; or (b) the Execution Date ($0.572 per share).	Infini announcing to ASX one drill intercept at the Reynolds or Boulder projects of at least 10 metres of U3O8with a minimum grade of 0.1% or higher grade equivalent (eg 5m @ 0.2% U3O8) (Vesting Condition A).	5:00pm (AWST) on the date which is 3 years after the date of issue of the Performance Rights
B	The number that converts to I88 Shares to the value of A$250,000 with reference to the higher of the 15-Day VWAP prior to: (a) the date the Vesting Condition B is satisfied; or (b) the Execution Date ($0.572 per share).	Infini announcing to ASX 5 separate drill intercepts at the Reynolds or Boulder projects of at least 10 metres of U3O8with a minimum grade of 0.1% or higher grade equivalent eg 5m @ 0.2% U3O8) (Vesting Condition B).	5:00pm (AWST) on the date which is 3 years after the date of issue of the Performance Rights
C	The number that converts to I88 Shares to the value of A$250,000 with reference to the higher of the 15-Day VWAP prior to: (a) the date the Vesting Condition C is satisfied; or (b) the Execution Date ($0.572 per share).	Infini announcing to ASX a JORC compliant Mineral Resources Estimate in respect of the Reynolds or Boulder projects of at least 10 million pounds of U3O8, with a grade of 0.1% or greater (Vesting Condition C).	5:00pm (AWST) on the date which is 5 years after the date of issue of the Performance Rights

Note: 15-Day VWAP means the volume weighted average price of Buyer Shares calculated over 15 consecutive trading days.

1. ( Vesting ): Subject to the satisfaction of a Vesting Condition, the Buyer will notify the holder in writing ( Vesting Notice ) within 10 Business Days of becoming aware that a Vesting Condition has been satisfied.

2. ( Expiry Date ): The Performance Rights will expire and lapse on the date specified in paragraph 3 above.

3. ( Exercise ): At any time between receipt of a Vesting Notice and the Expiry Date (as defined in paragraph 5 above), the holder may apply to exercise Performance Rights by delivering a signed notice of exercise to the Company Secretary of the Buyer. The holder is not required to pay a fee to exercise the Performance Rights.

4. ( Issue of Shares ): As soon as practicable after the valid exercise of a vested Performance Right, the Buyer will:

5. a. issue, allocate or cause to be transferred to the holder the number of Buyer Shares to which the holder is entitled;

6. b. issue a substitute Certificate for any remaining unexercised Performance Rights held by the holder;

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• c. if required, and subject to paragraph 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• d. do all such acts, matters and things to obtain the grant of quotation of the Buyer Shares by ASX in accordance with the Listing Rules.

• ( Restrictions on transfer of Shares ): If the Buyer is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Buyer Shares does not require disclosure to investors, Buyer Shares issued on exercise of the Performance Rights may not be traded until 12 months after their issue unless the Buyer, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Buyer is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

• ( Ranking ): All Buyer Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with other Buyer Shares.

• ( Transferability of the Performance Rights ): The Performance Rights are not transferable.

• ( Dividend rights ): A Performance Right does not entitle the holder to any dividends.

• ( Voting rights ): A Performance Right does not entitle the holder to vote on any resolutions proposed at a general meeting of the Buyer, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• ( Quotation of the Performance Rights ): The Buyer will not apply for quotation of the Performance Rights on any securities exchange.

• ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Buyer, the rights of the Performance Rights holder will be varied in accordance with the Listing Rules.

• ( Entitlements and bonus issues ): Subject to the rights under paragraph 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

• ( Bonus issues ): If the Buyer makes a bonus issue of Buyer Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Buyer Shares which must be issued on the exercise of a vested Performance Right will be increased by the number of Buyer Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

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

• ( Rights on winding up ): The Performance Rights have no right to participate in the surplus profits or assets of the Buyer upon a winding up of the Buyer.

• ( Takeovers prohibition ): The issue of Buyer Shares on exercise of the Performance Rights is subject to and conditional upon:

• a. the issue of the relevant Buyer Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• b. the Buyer not being required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Buyer Shares on exercise of the Performance Rights.

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

• ( Amendments required by ASX ): The terms of the Performance Rights may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

• ( Constitution ): Upon the issue of the Buyer Shares on exercise of the Performance Rights, the holder will be bound by the Buyer’s Constitution

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Schedule 3 Terms and Conditions of the JLM Options

The terms and conditions of the JLM Options (referred to in this Schedule 3 as Options) are as follows:

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

2. ( Expiry Date ): The Options will expire at 5:00pm (AWST) on 30 September 2028 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

3. ( Exercise Price ): the amount payable upon exercise of each Option is $0.27 per Option ( Exercise Price ).

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

5. a. a written notice of exercise of Options specifying the number of Options being exercised ( Exercise Notice ); and

6. b. an electronic funds transfer for the Exercise Price for the number of Options being exercised.

7. 1. ( Exercise Notice ): An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds. The Options held by each holder may be exercised in whole or in part, and if exercised in part, at least 20,000 Options must be exercised on each occasion.

8. ( Issue of Shares ): As soon as practicable after the valid exercise of an Option and subject to paragraph 16, the Company will:

9. a. issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

10. b. issue a substitute certificate for any remaining unexercised Options held by the holder;

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

12. d. do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

13. ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure the sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Options 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. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

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

15. ( Adjustments for reorganisation or reconstruction ): If there is any reorganisation or reconstruction of the issued share capital of the Company, the rights of the holders of Options will be varied in accordance with the Corporations Act and/or Listing Rules at the time of the reorganisation and/or reconstruction.

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

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

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

19. ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment or pursuant to a loyalty option offer to all Shareholders):

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• a. the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder of Options would have received if the holder had exercised the Option before the record date for the bonus issue; and

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

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

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

16. ( Takeovers prohibition ):

• a. the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• b. the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

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

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

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Infini Resources Limited | ABN 77 656 098 583

Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 10 September 2025 , 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 Infini Resources Limited, to be held at 10.00am (AWST) on Friday, 12 September 2025 at The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 hereby:

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Appoint the Chair of the Meeting (Chair) OR 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 or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions		For	Against Abstain
1	Ratification of issue of Vendor Shares
2	Ratification of issue of Vendor Performance Rights
3	Ratification of issue of February FT Shares
4	Approval to issue August FT Shares
5	Approval to issue JLM Options
6a	Approval to issue Director Placement Shares to David Pevcic
6b	Approval to issue Director Placement Shares to Robert Martin
7	Approval to issue CEO Placement Shares
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on			a show of	hands or on
a poll 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).