MARQUEE RESOURCES LIMITED - AGM Information 2025

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24 October 2025

Dear Shareholders

Annual General Meeting of Marquee Resources Limited

You are invited to attend the annual general meeting of shareholders of Marquee Resources Limited ( Company ) (ASX: MQR) to be held at 22 Townshend Road, Subiaco WA 6008 ( Location ) on Wednesday 26 November 2025 at 11.00am (AWST) ( Meeting ).

In accordance with recent modifications to the Corporations Act 2001 (Cth) (the Act ), the notice of meeting ( Notice ) is being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only pursuant to section 110E of the Act, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting.

The Notice can be viewed online and downloaded via:

via the Company’s website at www.marqueeresources.com.au/investor-centre/announcements
via the Company’s ASX page at www.asx.com.au/asx/share-price-research/company/MQR; and
if you have nominated an email address and have elected to receive electronic communications from the Company, via the electronic link that is sent to your nominated email address.

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

In order to be able to receive electronic communications from the Company in the future, please update your shareholder details online at https://investor.automic.com.au/#/loginsah and log in with your unique shareholder identification number and postcode (or country for overseas residents), that you can find on your enclosed personalised proxy form.

Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab. As a valued shareholder in the Company, we look forward to your participation in the meeting.

All the resolutions in the Notice will be voted upon by poll. If you wish to vote on any of the resolutions identified in the Notice, you must vote online or attend the Meeting in person or by proxy. If you do not wish to vote at the Meeting, you are encouraged to appoint the Chair as proxy prior to the Meeting. A proxy form is provided with this letter and should be filled out with specific instructions on how your vote is to be exercised in relation to each resolution, and the Chair must follow such instructions. The Notice sets out instructions on how to properly complete and send the proxy form to the Company or submit your vote online.

If you are unable to access the Notice through the above means or for any other reason, please contact the Company Secretary on +61 8 9388 0051 or at [email protected] between 9:00am to 5:00pm (AWST) on Monday to Friday to arrange to access a copy of the Notice.

Yours sincerely

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Anna Mackintosh Company Secretary Marquee Resources Limited

WWW.MARQUEERESOURCES.COM.AU

Marquee Resources Limited (ACN 616 200 312)

Notice of Annual General Meeting

Notice is given that the annual general meeting of the Company ( Meeting ) will be held at:

Time 11.00 am (WST) Date Wednesday, 26 November 2025 Place 22 Townshend Road Subiaco WA 6008

Important : This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser.

Notice of Annual General Meeting

Notice is given that the Meeting of Marquee Resources Limited (ACN 616 200 312) ( Company ) will be held at 11.00 am (WST) on Wednesday, 26 November 2025 at 22 Townshend Road, Subiaco WA 6008.

Agenda

Annual Report

To table and consider the Annual Report of the Company for the financial year ended 30 June 2025, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

Resolutions

1 Resolution 1 – Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the Annual Report for the financial year ended 30 June 2025.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

(a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel.

2 Resolution 2 – Re-election of Director – Mr John Daniel Moore

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

"That Mr John Daniel Moore is re-elected as a Director as described in the Explanatory Statement."

112435 (3060312)

3 Resolution 3 – Re-election of Director – Mrs Anna MacKintosh

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

“That for the purpose of clause 7.3(c) of the Constitution and for all other purposes, Mrs Anna MacKintosh, a Director who was appointed to fill a casual vacancy on 18 November 2024, retires, and being eligible, is re-elected as a Director as described in the Explanatory Statement.”

4 Resolution 4 – Approval of the Additional 10% Placement Capacity

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

"That, for the purposes of Listing Rule 7.1A, approval is given for the Company to issue Equity Securities under the Additional 10% Placement Capacity as described in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) any Associate of that person or those persons.

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

(c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(d) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(e) 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 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.

5 Resolution 5 – Approval to Issue Securities Under Employee Securities Incentive Plan

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

“That, for the purposes of Listing Rule 7.2, Exception 13(b), Shareholders approve the issue of up to a maximum of 122,282,580 Securities under the Employee Securities Incentive Plan known as the “MQR Employee Securities Incentive Plan” in accordance with the terms of the Plan and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) a person who is eligible to participate in the employee incentive scheme; or
(b) an Associate of that person (or those persons).

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(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.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6 Resolution 6 – Approval to issue Performance Rights to Director under the Plan – Charles Thomas

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

“That, for the purpose of Listing Rule 10.14, approval is given for the Company to issue 30,000,000 Performance Rights to Charles Thomas (or his nominee) under the Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Securities Incentive Plan (including Charles Thomas) or an Associate of that person or those persons.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(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.

Voting Prohibition

A person appointed as a proxy must note vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7 Resolution 7 – Approval to issue Performance Rights to Director under the Plan – John Daniel Moore

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

“That, for the purpose of Listing Rule 10.14, approval is given for the Company to issue 10,000,000 Performance Rights to John Daniel Moore (or his nominee) under the Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Securities Incentive Plan (including John Daniel Moore) or an Associate of that person or those persons.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(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.

Voting Prohibition

A person appointed as a proxy must note vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8 Resolution 8 – Approval to issue Performance Rights to Director under the Plan – Anna MacKintosh

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

“That, for the purpose of Listing Rule 10.14, approval is given for the Company to issue 10,000,000 Performance Rights to Anna MacKintosh (or her nominee) under the Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Securities Incentive Plan (including Anna MacKintosh) or an Associate of that person or those persons.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(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.

Voting Prohibition

A person appointed as a proxy must note vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9 Resolution 9 – Approval of Proportional Takeover Provisions

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

“That the proportional takeover provisions contained in clause 4.3 of the Constitution be renewed for a further period of three years from the date of the Meeting in accordance with sections 648G(4) and 136(2) of the Corporations Act.”

Voting entitlements

The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered

holders at 11.00am (WST) on 24 November 2025. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting instructions

(a) Votes at the Meeting may be given personally or by proxy, attorney or representative.
(b) A proxy need not be a Shareholder of the Company.
(c) The Proxy Form sent with this Notice should be used for the Meeting.
(d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies.
(e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.
(f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy of it must be received by the Company in accordance with this Notice.
(g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that corporation at the Meeting. Appointments of corporate representatives must be received by the Company in accordance with this Notice or handed in at the Meeting when registering as a corporate representative.
(h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chair, who is required to vote proxies as directed on a poll.
(i) A member of the Key Management Personnel (which includes each Director) will not be able to vote as proxy on Resolution 1 unless the Shareholder directs it how to vote or, in the case of the Chair, unless the Shareholder expressly authorises the Chair to do so.
(j) If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chair) as its proxy, the Shareholder should ensure that it directs the member of the Key Management Personnel how to vote on Resolution 1.
(k) If a Shareholder intends to appoint the Chair as its proxy for Resolution 1, the Shareholder can direct the Chair how to vote by marking one of the boxes for Resolution 1 (e.g. if the Shareholder wishes to vote 'for', 'against' or to 'abstain' from voting). If a Shareholder does not direct the Chair how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolution 1 even though it is connected to the remuneration of a member of the Key Management Personnel.
(l) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company's share registry, Automic:
(i) by post to GPO Box 5193 Sydney NSW 2001;
(ii) in person at Level 5, 126 Phillip Street, Sydney NSW 2000;
(iii) by facsimile at +61 2 8583 3040;
(iv) by email at [email protected]; or

(v) online at https://investor.automic.com.au/#/loginsah or by scanning the QR code on the Proxy Form,

so that they are received no later than 48 hours before the commencement of the Meeting.

(m) The Chair intends to exercise all available proxies in favour of all Resolutions, except that the Chair will vote against Resolution unless the Shareholder has expressly indicated a different voting intention.
(n) If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Document components

This document includes this Notice and the accompanying Explanatory Statement and Proxy Form.

Authorisation

By order of the Board.

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Anna MacKintosh Company Secretary

24 October 2025

Explanatory Statement

This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions.

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

The Explanatory Statement includes the following information to assist Shareholders in deciding how to vote on the Resolutions.

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

1 General

In accordance with section 110D of the Corporations Act (as inserted by the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth)), this Notice and Explanatory Statement are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting.

The Notice can be viewed and downloaded at the following link:

(a) the Company’s website at www.marqueeresources.com.au/announcements;
(b) the Company’s ASX platform at www.asx.com.au/asx/share-price-research/company/MQR; or
(c) if the Shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the Shareholder’s nominated email address.

2 Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2025.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

(a) discuss the Annual Report which is available online at www.marqueeresources.com.au/announcements;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.

3 Resolution 1 – Remuneration Report

3.1 Overview

Subsection 250R(2) of the Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

The Chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

3.2 Voting consequences

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the Executive Chairman (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Executive Chairman, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

3.3 Previous voting results

The Company's Remuneration Report did not receive a Strike at the 2024 annual general meeting.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about,or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution. The Board encourages Shareholders to vote on the adoption of the Remuneration Report.

4 Resolution 2 – Re-election of Mr John Daniel Moore

Clause 7.3(a) of the Constitution and Listing Rule 14.4 require that a Director must not hold office without re-election past the third annual general meeting following the Director’s appointment or last election, or for more than 3 years, whichever is longer.

Mr John Daniel Moore, was elected at the annual general meeting held on 28 November 2022 and has held office since. Accordingly, Mr Moore retires and, being eligible, seeks re-election.

Details of Mr Moore’s background and experience are set out in the Annual Report.

The Board (excluding Mr Moore) recommends that Shareholders vote in favour of Resolution 2.

The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.

5 Resolution 3 – Re-election of Mrs Anna MacKintosh

Clause 7.2(b) of the Constitution allows the Directors to appoint, at any time, a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mrs Anna MacKintosh, having been appointed to fill a casual vacancy on 18 November 2024 will retire in accordance with clause 7.3(c) of the Constitution and being eligible seeks re-election.

Details of Mrs MacKntosh’s background and experience are set out in the Annual Report.

The Board (excluding Mrs Mackintosh) recommends that Shareholders vote in favour of Resolution 3.

The Chair of the meeting intends to vote undirected proxies in favour of Resolution 3.

6 Resolution 4 – Approval of the 10% Placement Capacity

6.1 General

Listing Rule 7.1A provides that an 'eligible entity' may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital at the time of issue calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 ( Additional 10% Placement Capacity ) without using that company's existing 15% annual placement capacity under Listing Rule 7.1 and without requiring further shareholder approval prior to the issue.

The Company is seeking approval under Resolution 4 to have the flexibility to issue additional Equity Securities under the Additional 10% Placement Capacity. As at the date of this Notice, no decision has been made by the Company to undertake any issue of Equity Securities under the Additional 10% Placement Capacity if Shareholders approve this Resolution.

Resolution 4 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the Additional 10% Placement Capacity during the Additional 10% Placement Period (refer to Section 6.3 below below). The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

If Resolution 4 is passed, the Company will effectively be able to issue equity securities up to a combined annual placement capacity of 25% under Listing Rules 7.1 and 7.1A (subject to certain restrictions) without necessarily requiring prior Shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the Additional 10% Placement Capacity to issue equity securities without Shareholder approval. This means the Company will only have access to the 15% annual placement capacity for issuing equity securities without necessarily requiring prior Shareholder approval under Listing Rule 7.1.

Resolution 4 is a special resolution.

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

6.2 Listing Rule 7.1A

(a) Eligible Entity

Under the Listing Rules, an 'eligible entity' is an entity which, as at the date of the relevant resolution, is not included in the S&P / ASX300 Index and has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) equal to or less than $300 million. The Company has a market capitalisation of approximately $9,534.187 and is currently an 'eligibly entity'.

(b) Special resolution

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

(c) Type of Securities which may be issued

Any Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the company.

As at the date of the Notice, the Company has on issue one quoted class of Equity Securities; Shares (ASX:MQR).

(d) Interaction with Listing Rule 7.1

The Additional 10% Placement Capacity under Listing Rule 7.1A is in addition to the Company's 15% placement capacity under Listing Rule 7.1. Therefore, approval of this Resolution will enable the Company to issue Equity Securities under Listing Rule 7.1A without using its placement capacity under Listing Rule 7.1.

(e) Effect of Resolution 4

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the Additional 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

6.3 Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the Additional 10% Placement Capacity:

(a) Effective period

Shareholder approval of the Additional 10% Placement Capacity is valid from the date of the Meeting and expires on the earlier of:

(i) the date that is 12 months after the Meeting;
(ii) the time and date of the Company's next annual general meeting; and
(iii) the date that Shareholders approve a transaction under Listing Rule 11.1.2 (significant change to nature or scale of activities) or 11.2 (change involving main undertaking),

( Additional 10% Placement Period ).

(b) Minimum issue price

The issue price of Equity Securities issued under the Additional 10% Placement Capacity must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i) the date on which the issue price is agreed for Equity Securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued,

( Minimum Issue Price ).

The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity.

(c)

Purpose of issue

The Company may only issue Equity Securities under the Additional 10% Placement Capacity for cash consideration, which it may do to fund any one or more of the following:

(i) general working capital expenses;
(ii) activities associated with its current assets, including continued exploration expenditure on the Company’s Mt Clement, Redlings, West Spargoville, Clayton Valley, Yindi and Se Pedra Bianca Projects;
(iii) repayment of debt; and
(iv) acquisition and investment in new assets (including associated expenses).

The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity.

(d) Economic and voting dilution risks

If Equity Securities are issued under the Additional 10% Placement Capacity, there is a risk of economic and voting dilution of Shareholders, including:

(i) the market price for Equity Securities in the class of securities issued under the Additional 10% Placement Capacity may be significantly lower on the issue date than on the date of approval under Listing Rule 7.1A (i.e. the date of the Meeting); and
(ii) the Equity Securities may be issued under the Additional 10% Placement Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised from the issue of the Equity Securities.

The table below illustrates:

(i) the dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice ( Variable A );
(ii) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue as at the date of this Notice. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (e.g. a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

(iii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at 17 October 2025.

Number of Shares on issue (Variable 'A' in Listing Rule 7.1A2)	Issue price per Share
	$0.007 (50% decrease) $0.013 (current) $0.020 (50% increase)
733,399,019 (current)	Shares issued – 10% voting dilution 73,339,902 Shares 73,339,902 Shares 73,339,902 Shares
	Funds raised $476,709 $953,419 $1,430,128
1,100,098,529 (50% increase)	Shares issued – 10% voting dilution 110,009,853 Shares 110,009,853 Shares 110,009,853 Shares
	Funds raised $715,064 $1,430,128 $2,145,192
1,466,798,038 (100% increase)	Shares issued – 10% voting dilution 146,679,804 Shares 146,679,804 Shares 146,679,804 Shares
	Funds raised $953,419 $1,906,837 $2,860,256

Notes:

1 There are currently 733,399,019 Shares on issue.
2 The issue price used is the closing price of the Shares on the ASX on 17 October 2025.
3 The Company issues the maximum possible number of Equity Securities under the Additional 10% Placement Capacity.
4 The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes new Options, it is assumed that those new Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
5 The calculations do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
6 This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.
7 The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

(e) Allocation policy

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional 10% Placement Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional 10% Placement Capacity, including whether the Company will engage with new investors or existing Shareholders and, if so, the identities of any such persons and accordingly a voting exclusion statement is not included.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

(iv) prevailing market conditions;
(v) the purpose for the issue of the Equity Securities;

(vi) the financial situation and solvency of the Company;
(vii) impacts of the placement on control;
(viii) other methods of raising capital; and
(ix) advice from corporate, financial and broking advisers (if applicable).

Recipients may include existing Shareholders or new investors, but not persons who are related parties who would otherwise require Shareholder approval under Listing Rule 10.11.

(f) Previous approval and issues under Listing Rule 7.1A

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 18 November 2024.

In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has issued Equity Securities under Listing Rule 7.1A.2. as shown in Schedule 2.

7 Resolution 5 –Approval to Issue Securities under Employee Securities Incentive Plan

7.1 General

At the Company’s annual general meeting held on 28 November 2022, Shareholders approved the adoption of an updated employee share scheme that complies with Division 1A introduced into Part 7.12 of the Corporations Act, called the “MQR Employee Securities Incentive Plan” (Plan).

The Directors consider it is desirable to provide an opportunity to eligible participants to participate in the Company’s future. Further, the Plan acts as a mechanism to ensure that interests of Shareholders, management and employees of the Company are aligned.

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.2, Exception 13(b) for the issue of up to 122,282,580 Equity Securities under the Plan.

7.2 Listing Rules 7.1 and 7.2, Exception 13(b)

Shareholder approval is not required under the Corporations Act or the ASX Listing Rules for the operation of the Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the ASX Listing Rules 7.1 and 7.1A on the number of securities that may be issued without Shareholder Approval. ASX Listing Rule 7.2 exception 13(b) provides that ASX Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by Shareholders, where the issue of securities is within 3 years from that date of Shareholder approval of the issue of securities under the employee incentive scheme.

The Plan participation is limited to Directors, employees and any service providers and certain ‘related persons’ to the aforementioned of the Company. If an issue is to be made to Directors, then separate Shareholder approval will need to be obtained.

7.3 Information required by Listing Rule 7.2, Exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, Exception 13(b), the following information is provided in relation to this Resolution:

(a) A summary of the material terms of the Employee Securities Incentive Plan is set out in Schedule 3.
(b) An aggregate of 5,250,000 Shares were issued to various employees and consultants of the Company under the Plan since the date of last approval, being 28 November 2022.

(c) As at the date of the Notice, the Company has not agreed to issue any Equity Securities under the Plan.
(d) A maximum of 122,282,580 Equity Securities would be available to be issued under the Plan if approved by Shareholders (representing approximately 15% of the number of Shares on issue as at the date of this Notice including the proposed Tranche 2 placement). This maximum number of Equity Securities is not intended to be a prediction of the actual number of Equity Securities to be issued under the Plan, but simply a maximum number for the purposes of setting a ceiling on the number of Securities to be issued under the Plan for the purposes of Listing Rule 7.2 (exception 13(b)). In any event, no Equity Securities will be issued if to do so would contravene any applicable laws.
(e) A voting exclusion statement in respect of this Resolution has been included in this Notice.

7.4 Listing Rule 14.1A

Resolution 5 seeks Shareholder approval for the issue of Equity Securities under the Plan to be an exception from Listing Rule 7.1 and 7.1A for a period of 3 years.

If Shareholders approve Resolution 5, any issue of Equity Securities under the Plan over the 3 years after the date of the Meeting (up to the maximum number set out above) will not use up a portion of the Company’s Listing Rule 7.1 and 7.1A capacity when that issue is made. This means that the Company will preserve its flexibility to issue equity securities without seeking Shareholder approval if and when it issues Equity Securities under the Plan.

It should be noted that if the Resolution 5 is passed, the Company will only be able issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval for a period of 3 years after the Meeting. Any proposed issue of Securities to a Director or other related party, or any of their associates, under the Plan will require prior Shareholder approval under Listing Rule 10.14.

If Resolution 5 is not passed, the Plan will not be renewed and the existing approvals of the Plan received on 28 November 2022 will expire on 28 November 2025. After this time, the Company may still decide in future to issue Equity Securities to eligible employees and consultants who are unrelated parties under the Plan, but each such issue will not be exempt from Listing Rule 7.1 and 7.1A and will use up a portion of the Company’s Listing Rule 7.1 and 7.1A capacity at the relevant time made (unless another exemption from Listing Rule 7.1 and 7.1A is applicable).

7.5 Board Recommendation

Approval of Resolution 5 will enable the Company to preserve its flexibility under its Listing Rule 7.1 and 7.1A capacity when it issues Equity Securities under the Plan for the period of 3 years after the Meeting. Directors are eligible to be offered Equity Securities under the Plan, however, any proposed issue of Equity Securities to a Director or their associates requires prior Shareholder approval under Listing Rule 10.14 before it can be made, and the passing of this Resolution will not enable the Company to issue any Equity Securities to a Director or their associates.

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

8 Resolutions 6, 7 & 8 – Approval to issue Performance Rights to Directors under the Plan – Charles Thomas, John Daniel Moore and Anna MacKintosh

8.1 General

Resolutions 6 to 8 seek shareholder approval for the grant of 30 million Performance Rights to Mr. Charles Thomas, and 10 million Performance Rights each to Mr. John Daniel Moore and Mrs. Anna MacKintosh pursuant to the Employee Securities Plan.

The Board is committed to incentivising and retaining Key Management Personnel in a manner which promotes alignment of their interests with the interests of the Company and its shareholders. As a

result, the Board has resolved, subject to Shareholder approval, to issue to issue 50,000,000 Performance Rights to Directors under the Plan, which is intended to incentivise Directors in their ongoing role as Managing Director/Executive Chairman and Directors of the Company.

Resolution 6, 7 and 8 seeks Shareholder approval for the issue of these Performance Rights for the purposes of Listing Rule 10.14.

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval

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

The issue of the Performance Rights constitutes giving a financial benefit. Charles Thomas, John Daniel Moore and Anna MacKintosh are related parties of the Company by reason of being Directors.

Section 211 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is remuneration as an officer or employee of the company and to give remuneration would be reasonable given the circumstances of the company giving the remuneration and the related party’s circumstances (including responsibilities involved in the office or employment).

In the circumstances, the Directors have determined that the exception in section 211 of the Corporations Act applies in relation to the proposed issue of Performance Rights under Resolutions 6, 7 and 8 as the proposed issue is considered reasonable remuneration given the Directors role.

8.3 Listing Rules 10.14

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

(a) a director of the company;
(b) an associate of a director of the company; or
(c) a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of the Performance Rights requires approval by Shareholders under Listing Rule 10.14 as the recipient of the Performance Rights as a Director of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 (or 10.11) is not required. Accordingly, the issue of the Performance Rights will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to Listing Rule 7.1.

8.4 Technical information required by Listing Rule 14.1A

If Resolutions 6, 7 & 8 are passed, then the Company will be able to proceed with the issue of the Performance Rights to the Directors (or his nominee/s).

If Resolutions 6, 7 & 8 are not passed, then the Company will not be able to proceed with the issue of the Performance Rights to the Directors (or his nominee/s). The Company may have to consider

alternative methods of providing incentivisation or remuneration to the Directors, which may take the form of cash-based payments, which would potentially reduce the Company’s cash reserves.

8.5 Information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the issue of the Performance Rights the subject of Resolutions 6, 7 & 8:

(a) the Performance Rights will be issued to the Directors (or their nominees), who fall within the category of persons described in Listing Rule 10.14.1 as Directors;
(b) the maximum number of Performance Rights to be issued to be issued to the Directors (or their nominees) is 50,000,000, comprising 25,000,000 Class A Performance Rights and 25,000,000 Class B Performance Rights;

Director	Class A	Class B
Charles Thomas	15,000,000	15,000,000
John Daniel Moore	5,000,000	5,000,000
Anna MacKintosh	5,000,000	5,000,000

(c) the current total remuneration package of the Directors for the previous financial year and the current financial year, is set out below:

Director	FY 2025	FY 2026
Charles Thomas	$323,350	$324,800
John Daniel Moore	$60,210	$60,210
Anna MacKintosh Directors Fees Company Sec Fees	$27,317 $90,660	$47,040 $94,080

Notes:

If the Performance Rights are issued, the total remuneration package of Directors will increase as detailed below, being the value of the Performance Rights (based on a binomial option valuation methodology).
(d) no Equity Securities have previously been issued to the Directors under the Plan since 28 November 2022;
(e)
the Performance Rights will be granted on the terms and conditions set out in Schedule 4;
(f) the Performance Rights are being offered as an incentive-based component of Directors remuneration package which is considered a cost-effective remuneration practice and will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given. In addition, it is considered that the grant of the Performance Rights will further align the interests of the Directors with those of Shareholders;
(g) Current security holdings

The security holdings of the Directors at the date of this Notice are set out below.

Director	Shares	Options
Charles Thomas1	10,266,667	-
John Daniel Moore	-	-
Anna MacKintosh	1,621,889	175,000

(h) the Company values the Performance Rights at $500,000 based on a binomial option valuation methodology and based on the assumptions set out below:

Assumptions:
Valuation date	14 October 2025
Market price of Shares	$0.012
Exercise price	Nil
Expiry date	4 years (Class A)
	4 years (Class B)
Risk free interest rate	3.74% (Class A)
	3.74% (Class B)
Volatility	100%
Indicative value per Performance Right	$0.011 (Class A)
	$0.009 (Class B)
Total value of Performance Rights	$275,000 (Class A)
	$225,000 (Class B)
	$500,000

Accordingly, the value of the financial benefits to be given to the Directors under Resolutions 7 to 9 are set out below.

Director	Value
Charles Thomas	$165,000 (Class A)
	$135,000 (Class B)
	$300,000
John Daniel Moore	$55,000 (Class A)
	$45,000 (Class B)
	$100,000
Anna MacKintosh	$55,000 (Class A)
	$45,000 (Class B)
	$100,000
Total	$500,000

(i) the Performance Rights will be issued no later than 3 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), and it is intended that the Performance Rights will all be granted on the same date;
(j) the issue price of the Performance Rights will be $0.0000001 per Right, as such no material funds will be raise from the issue of the Performance Rights;
(k) a summary of the material terms of the Plan is set out in Schedule 3;
(l) no loan will be made in relation to the acquisition of the Performance Rights;
(m) details of any Performance Rights issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
(n) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Plan after Resolution 6 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

9 Resolution 9 – Approval of Proportional Takeover Provisions

9.1 General

The Constitution contains proportional takeover bid approval provisions ( Proportional Takeover Provisions ) which enable the Company to refuse to register securities acquired under a proportional takeover bid (i.e. an offer for less than 100% of the shares but for the same proportion of each shareholder’s shares) unless a resolution is passed by Shareholders in general meeting approving the offer. Under the Corporations Act and clause 4.3 of the Constitution, proportional takeover provisions expire after three years from adoption or renewal and may then be renewed.

The Proportional Takeover Provisions contained at clause 4.3 within the current Constitution was approved by Shareholders at the Annual General Meeting held on 28 November 2022.

Resolution 9 seeks Shareholder approval to renew the Proportional Takeover Provisions, in accordance with clause 4.3 of the Constitution for a further three years pursuant to sections 648G(4) and 136(2) of the Corporations Act.

Resolution 9 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote.

The Corporations Act requires the Company to provide Shareholders with an explanation of the Proportional Takeover Provisions as set out below.

9.2 Information required by section 648G of the Corporations Act

(a) Effect of Proportional Takeover Provisions to be renewed

A proportional off-market takeover bid ( PT Bid ) is a takeover offer sent to all Shareholders but only for a specified portion of each Shareholder's Securities.

Where offers have been made under a PT Bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a PT Bid is prohibited unless and until a resolution to approve the PT Bid is passed.

(b) Reasons for renewing Proportional Takeover Provisions

If renewed, under clause 4.3 of the Constitution, if a PT Bid is made to Shareholders of the Company, the Board of the Company is required to convene a meeting of Shareholders to

vote on a resolution to approve the proportional takeover. That meeting must be held at least 14 days before the offer under the PT Bid closes.

The resolution is taken to have been passed if a majority of securities voted at the meeting, excluding the securities of the bidder and its associates, vote in favour of the resolution. If no resolution is voted on at least 14 days before the close of the PT Bid, the resolution is deemed to have been passed. Where the resolution approving the PT Bid is passed or deemed to have been passed, transfers of securities resulting from accepting the PT Bid are registered provided they otherwise comply with the Corporations Act, the Listing Rules, the ASX Operating Rules and the Constitution. If the resolution is rejected, then under the Corporations Act the PT Bid is deemed to be withdrawn.

The Directors consider that Shareholders should have the opportunity to renew the Proportional Takeover Provisions. Without the Proportional Takeover Provisions applying, a PT Bid for the Company may enable effective control of the Company to be acquired without Shareholders having the opportunity to dispose of all of their securities to the bidder. Shareholders could be at risk of passing control to the bidder without payment of an adequate control premium for all their securities whilst leaving themselves as part of a minority interest in the Company.

Without the Proportional Takeover Provisions, if there was a PT Bid and Shareholders considered that control of the Company was likely to pass, Shareholders would be placed under pressure to accept the PT Bid even if they did not want control of the Company to pass to the bidder. Renewing the Proportional Takeover Provisions will make this situation less likely by permitting Shareholders to decide whether a PT Bid should be permitted to proceed.

(c) Potential advantages and disadvantages of Proportional Takeover Provisions

The Corporations Act requires that Shareholders be given a statement which retrospectively examines the advantages and disadvantages, for Directors and Shareholders, of the Proportional Takeover Provisions proposed.

The Proportional Takeover Provisions allow the Directors to ascertain Shareholders’ views on a PT Bid. It does not otherwise offer any advantage or disadvantage to the Directors who remain free to make their own recommendation as to whether the bid should be approved.

The potential advantages of the Proportional Takeover Provisions for shareholders are that:

(i) Shareholders have the opportunity to consider a PT Bid and vote on the resolution at a general meeting;
(ii) the provisions assist Shareholders in not being locked in as a minority interest;
(iii) the provisions increase Shareholders’ bargaining power and may assist in ensuring that any PT Bid is appropriately priced; and
(iv) knowing the view of the majority of Shareholders assists each individual Shareholder in assessing the likely outcome of the PT Bid and whether to approve or reject the offer.

The potential disadvantages of the Proportional Takeover Provisions for shareholders are that the provisions:

(i) may discourage PT Bids in respect of the Company;
(ii) may reduce any speculative element in the market price of the Shares arising from the possibility of a PT Bid being made;
(iii) may cause a lost opportunity to sell a portion of Shares at a premium;
(iv) may reduce the likelihood of a PT Bid being successful; and

(v) may be considered to constitute an unwarranted additional restriction of the ability of shareholders to freely deal with their shares.

(d) No Knowledge of Present Acquisition Proposals

At the date of this Notice, no Director of the Company is aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company’s Shares.

9.3 Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 9.

Schedule 1– Definitions

$ or A$ means Australian Dollars.

Additional 10% Placement Capacity has the meaning given in Section 6.1.

Additional 10% Placement Period has the meaning given in Section 6.3.

Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2025.

ASIC means the Australian Securities and Investments Commission.

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

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

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

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company means Marquee Resources Limited (ACN 616 200 312).

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel has the meaning given in the accounting standards issued by the Australian Accounting Standards Board. It includes 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, the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Minimum Issue Price has the meaning given in Section 6.3(b).

Notice means this notice of annual general meeting.

Official List means the official list of ASX.

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to satisfaction of applicable vesting conditions.

Plan means the Company’s Employee Securities Incentive Plan a summary of which is set out in Schedule 3.

Proxy Form means the proxy form attached to or accompanying the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Statement.

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

Shareholder means the holder of a Share.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

Trading Day has the meaning given in the Listing Rules.

VWAP means volume weighted average market price.

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

Schedule 2 – Equity Securities issued in the previous 12 months under Listing Rule 7.1A.2

In accordance with Listing Rule 7.3A.6, details of each issue of or agreement to issue Equity Securities under Listing Rule 7.1A.2 by the Company during the 12 months preceding the date of the Meeting are set out in the table below:

Date of	Number of	Type of	Recipient of Security /	Issue Price and details of any	Cash consideration received / to be
Issue	Securities	Security	Basis on which	discount to Market Price1 (if	received and Use of Funds
			recipients were	applicable) on date of issue /
			identified or selected	agreement
28 January	41,638,438	Shares	Sophisticated and	$0.012 per Share, representing no	$499,661 (before costs) was raised, of which
2025	representing		professional investors	premium to the Market Price on the	$499,461 has been expended on Mt.Clement
	10% of		under the Placement	date of issue	and Redlings project, as well as general
	securities on				working capital.
	issue.
26 August	58,671,922	Shares	Sophisticated and	$0.011 per Share, representing no	$645,391 (before costs) was raised, of which
2025	representing		professional investors	premium to the Market Price on the	$0 has been expended, and the amount will be
	10% of		under the Placement	date of issue	spent on exploration at the Mt Clement Project
	securities on				and for continued exploration activities on
	issue.				West Spargoville, Redlings, and Sardinia
					projects and for working capital requirements.

Notes:

"Market Price" means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

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Schedule 3 – Summary of Employee Securities Incentive Plan

A summary of the key terms of the Plan is set out below:

1 ( Purpose of Plan ): The purpose of the Plan is to:
(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Related Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Awards (being securities exercisable for Shares, including options and performance rights).
2 ( Eligibility to participate ): An Eligible Participant means a person that:
(a) is a "primary participant” (as defined in section 1100L(1)(a) Corporations Act or any amendment or replacement thereof) in relation to the Company or a Related Body Corporate; and
(b) has been determined by the Board to be eligible to participate in the Plan from time to time.
3 ( Permitted Nominees ): If an Eligible Participant is permitted in the Offer, they may, by written notice to the Board, nominate a Permitted Nominee in whose favour the Eligible Participant wishes to renounce the Offer.

A “Permitted Nominee” is defined as a “related person” of an Eligible Participant (section 1100L(b) of the Corporations Act) or a trustee(s) of a trust set up solely for the benefit of the Eligible Participant and/or a “related person”.

4 ( Administration of Plan ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its absolute discretion. The Board may delegate its powers and discretion.
5 ( Offers of Awards ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an offer to that Eligible Participant to apply for Options or Performance Rights ( Awards ).
6 ( Applications for Awards ): An Eligible Participant who wishes to apply to participate in the Plan in response to an Offer must provide a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the Offer, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation in order for that nominee to be granted the Awards the subject of the Offer.
7 ( Grant of Awards ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Awards, subject to the terms and conditions set out in the Offer, the Plan rules and any ancillary documentation required.
8 ( Terms of Awards ): Each 'Award' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to an Award being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Award by virtue of holding the Award.
9 ( Vesting of Awards ): Any vesting conditions applicable to the grant of Awards will be described in the Offer. If all the vesting conditions are satisfied and / or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Awards have

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vested. Unless and until the vesting notice is issued by the Company, the Awards will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to an Award are not satisfied and / or otherwise waived by the Board, that Award will lapse.

10 ( Delivery of Shares on exercise of Awards ): As soon as practicable after the valid exercise of an Award by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Awards held by that Participant.
11 ( Exercise of Awards and cashless exercise ): In the case of an Award which is an Option, to exercise an Award, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Awards (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation. In the case of an Award which is a Performance Right, following the issue of a Vesting Notice, a vested Performance Right will automatically be exercised within the period specified by the Board in the relevant Offer.

The Participant may elect not to be required to provide payment of the exercise price for the number of Awards specified in a notice of exercise, but that on exercise of those Awards the Company will transfer or issue to the Participant that number of Shares as are equal in value to the difference between the total Exercise Price otherwise payable for the Awards on the Awards being exercised and the then market value of Shares at the time of exercise (determined as the volume weighted average of the prices at which Shares were traded on the ASX during the 5 trading-day period immediately preceding the exercise date) calculated in accordance with the following formula:

S = A x (MSP – EP) / MSP

Where:

(a) S = Number of Shares to be issued on exercise of the Awards;
(b) A = Number of Awards;
(c) MSP = Market value of Shares (calculated using the volume weighted average price (as that term is defined in the Listing Rules) at which Shares were traded on the ASX during the 5 trading day-period immediately preceding the exercise date); and

(d) EP = Exercise Price.

If the difference between the total Exercise Price otherwise payable for the Awards on the Awards being exercised and the then market value of Shares at the time of exercise (calculated in accordance with the formula above) is zero or negative, then a holder will not be entitled to use the Cashless Exercise Facility.

12 ( Restrictions on Dealing ): A Participant may not sell, transfer, assign, grant a security interest over, option, swap, alienate or otherwise deal with an Award that has been granted to them.

The Board may impose a restriction on dealing with Shares allocated on exercise or vesting of an Award. The Board may implement any procedure it considers appropriate to ensure the compliance by the Participant with this restriction, including the imposition of a holding lock or requiring that Shares be held in trust on behalf of the Participant.

13 ( Forfeiture of Awards ): Where a Participant who holds Awards ceases to be an Eligible Participant or becomes insolvent, all unvested Awards will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Awards to vest. Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Awards held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(a) any Awards which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(b) any Awards which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
14 ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its absolute discretion determine that:
(a) all or a specified number of a Participant's unvested Awards are deemed to have vested;
(b) all or specified number of a Participant's Options may be exercised for a period specified by the Board, and if not exercised within that period, will lapse;
(c) the Dealing Restrictions or any other terms which apply to the Award cease to apply; and / or
(d) the Dealing Restrictions which apply to Shares allocated on the vesting of or exercise of an Award (as applicable) cease to apply.
15 ( Rights ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of an Award, will rank equally in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Shares. A Participant may exercise any voting rights attaching to Shares.

16 ( Adjustment for capital reconstructions ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Awards will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Awards is entitled, upon exercise of the Awards, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Awards are exercised. Unless otherwise determined by the Board, a holder of Awards does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

17 ( Participation in new issues ): There are no participation rights or entitlements inherent in the Awards and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Awards without exercising the Awards.
18 ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including the terms upon which any Awards have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

19 ( Term of Plan ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participant.

Schedule 4 – Terms and Conditions of Performance Rights

(a) Grant Price

Each Performance Right will be granted by the Company for nil cash consideration.

(b) Rights
(i) The Performance Rights do not carry voting rights in the Company.
(ii) The Performance Rights do not confer on the holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders of Performance Rights do not have the right to attend general meetings of shareholders.
(iii) The Performance Rights do not entitle the holder to any dividends.
(iv) The Performance Rights do not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company.
(v) 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.
(vi) In the event the issued capital of the Company is reconstructed, all rights of a holder will be changed to the extent necessary to comply with the Listing Rules and Corporations Act at the time of reorganisation provided that, subject to compliance with the Listing Rules and Corporations Act, following such reorganisation the economic and other rights of the holder are not diminished or terminated.
(vii) Subject always to the rights under paragraph (b)(vi), a Performance Right does not entitle the holder (in its capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(viii) The Performance Rights give the holder no 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.
(c) Conversion
(i) The Performance Rights in the relevant class ( Class ) immediately vest and becomes exercisable by the holder into fully paid ordinary shares in the capital of the Company ( Conversion Shares ) on a one for one basis upon and subject to the Company providing written notice ( Vesting Notice ) to the holder that the Company has satisfied the relevant condition ( Condition ) applicable to each Class by the relevant expiry date ( Expiry Date ), set out below:

Class	Condition	Expiry Date
Class A 25 million	Subject to: the Company’s share price achieving a VWAP of $0.02 per share (or more) for no less than 10 consecutive ASX trading days (where trading in the Company’s shares actually occurs)	Four (4) years from the date of issue.
Class B 25 million	Subject to: the Company’s share price achieving a VWAP of $0.05 per share (or more) for no less than 10 consecutive ASX trading days (where trading in the Company’s shares actually occurs)	Four (4) years from the date of issue.

(ii) In order to exercise the Performance Rights into Conversion Shares following receipt of a Vesting Notice, the holder must provide written notice ( Exercise Notice ) to the Company of its election to exercise the Class into the Conversion Shares. The holder must pay $0.0000001 upon exercise for each Performance Right ( Exercise Price ). The Performance Rights may only be exercised into Conversion Shares once.
(iii) Despite any other provision, the exercise of any Performance Rights is subject to the Company obtaining any required shareholder or regulatory approval for the purpose of issuing the Conversion Shares. If exercise of all or part of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not at a later date result in a contravention of section 606(1) of the Corporations Act. The holder must give prior written notice to the Company if it considers that the exercise of all or part of its Performance Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Performance Rights under these terms will not result in any person being in contravention of section 606(1) of the Corporations Act.
(iv) Each Conversion Share will rank equally with a fully paid ordinary share in the capital of the Company.
(v) The Performance Rights will not be quoted on any securities exchange and the Company will not make an application for quotation in respect of them. However, if the Company is listed on the ASX at the relevant time, the Company must apply for quotation of any Conversion Shares on the ASX in accordance with the Listing Rules, subject always to the requirements of the Listing Rules, including those relating to escrow and the cleansing requirements under the Corporations Act.

(d) Expiry

Performance Rights will automatically be deemed to be terminated and cancelled by the Company for nil cash consideration in the event:

(i) the holder ceases to be employed, or their engagement is discontinued (for whatever reason), with the Company, unless the Board otherwise determines in its discretion; or
(ii) they have not otherwise been validly exercised into Conversion Shares on or before the earlier of the relevant Expiry Date.
(e) Transferability

The Performance Rights are not transferable.

(f) Compliance with the law
(i) Despite anything else contained in these terms, if the Corporations Act, Listing Rules or Constitution prohibits an act being done, that act must not be done.
(ii) Nothing contained in these terms prevents an act being done that the Corporations Act, Listing Rules or Constitution require to be done.
(iii) If the Corporations Act, Listing Rules or Constitution conflict with these terms, or these terms do not comply with the Corporations Act, Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non-compliance, including but not limited to unilaterally amending these terms.
(iv) The terms of the Performance Rights may be amended as necessary by the directors of the Company in order to comply with the Listing Rules, or any directions of ASX regarding the terms in order to comply with the Listing Rules.
(v) Any reference to the Listing Rules in these terms and conditions is to be complied with only where the Company is admitted to the official list of ASX at the relevant time.

(g) Control Event

(i) A change of control event ( Control Event ) occurs where:
(A) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and is, or is declared, unconditional and the person making the takeover bid has a relevant interest in 50% or more of the Company’s Shares;
(B) the Court sanctions under Part 5.1 of the Corporations Act a compromise or arrangement relating to the Company or a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(C) any person acquires a relevant interest in 50.1% or more of the Shares in the Company by any other means.
(ii) All the Performance Rights on issue shall automatically vest (without the need for any Vesting Notice) and become exercisable by the holder into Conversion Shares upon the occurrence of a Control Event. Following which, the holder can exercise the Performance Rights into a Conversion Share in accordance with paragraph (c)(iii).
(iii) The automatic conversion shall only occur if the relevant Control Event is triggered by a person who does not control the entity at the time the Performance Rights were issued.

Schedule 5 – Valuation of Incentive Performance Rights

The Performance Rights to be issued to the Directors pursuant to Resolutions 6 to 8 have been valued based on the assumptions set out below and ascribed the following value:

Assumptions	Tranche 1	Tranche 2	Total
Number	25,000,000	25,000,000	50,000,000
Valuation Date	14-Oct-25	14-Oct-25
Spot Price	$0.012	$0.012
Exercise Price	Nil	Nil
Vesting Date	14-Oct-29	14-Oct-29
Barrier Price	$0.020	$0.050
Expiry Date	14-Oct-29	14-Oct-29
Expected Future Volatility	100%	100%
Risk Free Rate	3.74%	3.74%
Dividend Yield	Nil	Nil
Valuation per Right	$0.011	$0.009
Total Value	$275,000	$225,000	$500,000

Notes:

1 Exercise Price – the Performance Rights have no exercise price.
2
Vesting Date – the Performance Rights vest 4 years from the date of issue.
3 Barrier Price – the two tranches are subject to the Company achieving a share price (on a volume weighted average basis) of at least $0.02 and $0.05 over 10 consecutive trading days. For the purpose of our valuation, we have translated these barrier prices into an absolute share price using the Hoadley Parisian Barrier Model.
4 Expiry Date – the Performance Rights expire 4 years from the date of issue.
5 Expected Future Volatility – in assessing the expected future volatility, we have considered the historical volatility of the Company over recent trading periods. We have concluded that a volatility figure of 100% is reflective of the future volatility of the Company’s shares over the life of the Rights.
6 Risk Free Rate – We have determined this based on the yields of Commonwealth bonds using a five-year bond rate being the periods which most closely correspond to the life of the Rights. The interest rate has been sourced from the RBA as the closing rate on 8 October 2025, which is the most recent available data point.
7 Dividend Yield – We have assumed a nil dividend yield as the Company is not expected to pay dividends over the life of the Rights.

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

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Marquee Resources Limited | ABN 94 616 200 312

Your proxy voting instruction must be received by 11:00am (AWST) on Monday, 24 November 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: [email protected] 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)

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:
[email protected]
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 Annual General Meeting of Marquee Resources Limited, to be held at 11:00am (AWST) on Wednesday, 26 November 2025 at 22 Townshend Road Subiaco WA 6008 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.

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 Resolutions 1, 5, 6, 7 and 8 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6, 7 and 8 are 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	Resolutions	Against Abstain	Against Abstain
1	Remuneration Report
2	Re-election of Director – Mr John Daniel Moore
3	Re-election of Director – Mrs Anna MacKintosh
4	Approval of the Additional 10% Placement Capacity
5	Approval to Issue Securities Under Employee Securities Incentive Plan
6	Approval to issue Performance Rights to Director under the Plan – Charles Thomas
7	Approval to issue Performance Rights to Director under the Plan – John Daniel Moore
8	Approval to issue Performance Rights to Director under the Plan – Anna MacKintosh
9	Approval of Proportional Takeover Provisions
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 – 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).

AI assistant

MARQUEE RESOURCES LIMITED — AGM Information 2025

65370_rns_2025-10-23_cbe4aaa0-ce27-4246-96a4-e3522e20603b.pdf

Annual General Meeting of Marquee Resources Limited

Marquee Resources Limited (ACN 616 200 312)

Notice of Annual General Meeting

Notice of Annual General Meeting

Agenda

Annual Report

Resolutions

1 Resolution 1 – Remuneration Report

Voting Prohibition

2 Resolution 2 – Re-election of Director – Mr John Daniel Moore

3 Resolution 3 – Re-election of Director – Mrs Anna MacKintosh

4 Resolution 4 – Approval of the Additional 10% Placement Capacity

Voting Exclusion

5 Resolution 5 – Approval to Issue Securities Under Employee Securities Incentive Plan

Voting Exclusion Statement

Voting Prohibition Statement

6 Resolution 6 – Approval to issue Performance Rights to Director under the Plan – Charles Thomas

Voting Exclusion

Voting Prohibition

7 Resolution 7 – Approval to issue Performance Rights to Director under the Plan – John Daniel Moore

Voting Exclusion

Voting Prohibition

8 Resolution 8 – Approval to issue Performance Rights to Director under the Plan – Anna MacKintosh

Voting Exclusion

Voting Prohibition

9 Resolution 9 – Approval of Proportional Takeover Provisions

Voting entitlements

Voting instructions

Document components

Authorisation

Explanatory Statement

1 General

2 Annual Report

3 Resolution 1 – Remuneration Report

3.1 Overview

3.2 Voting consequences

3.3 Previous voting results

4 Resolution 2 – Re-election of Mr John Daniel Moore

5 Resolution 3 – Re-election of Mrs Anna MacKintosh

6 Resolution 4 – Approval of the 10% Placement Capacity

6.1 General

Resolution 4 is a special resolution.

6.2 Listing Rule 7.1A

(a) Eligible Entity

(b) Special resolution

(c) Type of Securities which may be issued

(d) Interaction with Listing Rule 7.1

(e) Effect of Resolution 4

6.3 Information required by Listing Rule 7.3A

(a) Effective period

( Additional 10% Placement Period ).

(b) Minimum issue price

( Minimum Issue Price ).

(c)

Purpose of issue

(d) Economic and voting dilution risks

Notes:

(e) Allocation policy

(f) Previous approval and issues under Listing Rule 7.1A

7 Resolution 5 –Approval to Issue Securities under Employee Securities Incentive Plan

7.1 General

7.2 Listing Rules 7.1 and 7.2, Exception 13(b)

7.3 Information required by Listing Rule 7.2, Exception 13(b)

7.4

Listing Rule 14.1A

7.5 Board Recommendation

8 Resolutions 6, 7 & 8 – Approval to issue Performance Rights to Directors under the Plan – Charles Thomas, John Daniel Moore and Anna MacKintosh

8.1 General

8.2 Chapter 2E of the Corporations Act

8.3 Listing Rules 10.14

8.4 Technical information required by Listing Rule 14.1A

8.5 Information required by Listing Rule 10.15

Notes:

9 Resolution 9 – Approval of Proportional Takeover Provisions

9.1 General

9.2 Information required by section 648G of the Corporations Act

(a) Effect of Proportional Takeover Provisions to be renewed

MARQUEE RESOURCES LIMITED AGM Information 2025