NEX METALS EXPLORATION LIMITED — Proxy Solicitation & Information Statement 2026

Apr 8, 2026

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45 Guthrie St
Osborne Park WA 6017
ACN 124 706 449
nexmetals.com
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ASX RELEASE 9 APRIL 2026

Notice of Extraordinary General Meeting

Nex Metals Explorations Ltd (ASX:NME) ( NME or the Company ), a gold project explorer and developer, advises that it will hold an Extraordinary General Meeting of the Company at 2.00 pm (AWST) on Friday, 15 May 2026 at The Ambassador Hotel, 196 Adelaide Terrace, Perth WA 6000 (the Meeting ).

A copy of the Notice of Meeting that will be dispatched to shareholders, including a sample proxy form, is annexed to this announcement.

• ENDS -

ASX release authorised by the Managing Director, Kenneth Allen.

For further information, please contact:

Nex Metals Explorations Ltd Reign Advisory p: +61 8 9221 6813 p: +61 2 9174 5388 e: admin@nexmetals.com e: nme@reignadvisory.com

About Nex Metals Explorations Limited (ASX:NME)

NME aims to be a cash-generative gold-producing entity with a capital-light strategy. NME’s project portfolio comprises the Kookynie Gold Tailings Project and various gold-prospective exploration projects in Western Australia. The Company also has an interest in the Kookynie and Yundamindra Gold Projects under joint venture with Arika Resources Limited (ASX:ARI) which the Company proposes to realise (subject to shareholder approval). NME has also announced its proposed strategic entry into Egypt’s Eastern Desert, one of the most under-explored prospective mining districts in the world.

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45 Guthrie St
Osborne Park WA 6017
ACN 124 706 449
nexmetals.com
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Notice of Extraordinary General Meeting

Nex Metals Explorations Ltd (ASX:NME) ( NME or the Company ), a gold project explorer and developer, advises that it will hold an Extraordinary General Meeting of the Company at 2.00pm (AWST) on Friday, 15 May 2026 at The Ambassador Hotel, 196 Adelaide Terrace, Perth WA 6000 (the Meeting ).

Access to the Notice of Meeting

The Notice of Meeting and Explanatory Memorandum (the Notice ) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company from the Company’s website at nexmetals.com or the Company's ASX market announcements platform at www.asx.com.au (ASX:NME).

In accordance with sections 110C-110K of the Corporations Act 2001 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.

Voting Online

The Company strongly recommends shareholders review the Notice and vote at the Meeting. Shareholders may choose to attend the Meeting and vote in person or vote by proxy prior to the meeting. Further information on how to vote at the Meeting is set out in your personalised proxy form and the Notice of Meeting.

Lodge your Proxy vote online at https://investor.automic.com.au/#/loginsah by following the instructions:

1. Login to the Automic website using the holding details as shown on your holding statement.

2. Click on ‘Meetings’ – ‘Vote’.

To use the online lodgement facility, Shareholders will need their holder number – either a Securityholder Reference Number (SRN) or a Holder Identification Number (HIN) – as shown at the top of your holding statement.

For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic at hello@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Shareholder queries in relation to the Meeting

Shareholders can contact the Company Secretary with any questions prior to the meeting via email at NME@reignadvisory.com.

Copies of all meeting-related material are available to download from the Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.

By order of the Board,

Sonny Didugu Joint Company Secretary 9 April 2026

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ACN 124 706 449

Notice of Extraordinary General Meeting Friday 15 May 2026 at 2.00pm (AWST)

The Ambassador Hotel 196 Adelaide Terrace Perth WA 6000

This is an important document. Please read it carefully.

Please speak to your professional advisers if you have any questions about this document or how to vote at the Meeting.

Nex Metals Explorations Limited ACN 124 706 449

Notice of the Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Nex Metals Explorations Limited (the Company or NME) is to be held at 2.00pm AWST on Friday, 15 May 2026 at The Ambassador Hotel, 196 Adelaide Terrace, Perth WA 6000.

If Shareholders have any questions regarding the meeting or seek further information, please contact the Company Secretary at NME@reignadvisory.com.

Ordinary Business

Approval of Arika JV Divestment

1. Resolution 1: Ordinary Resolution to Approve Sale of Arika JV Interest

To consider and if thought fit, pass the following as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 11.2 and for all other purposes, approval is given for the Company to sell its interest in the Arika Joint Venture, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

A voting exclusion applies to this Resolution 1. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• Arika Resources Limited, the acquirer of the entity’s main undertaking; and

• any other person who will obtain a material benefit as a result of the disposal of the entity’s main undertaking (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• an associate of those persons.

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

• 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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Ratification of Prior Issuance

1. Resolution 2: Ordinary Resolution to ratify issue of Options to Reign Advisory

To consider and if thought fit, pass the following as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 4,000,000 Options each exercisable at $0.04 expiring 17 September 2027 in the Company, for the purpose, and on the terms set out in the Explanatory Statement”.

Voting Exclusion Statement

A voting exclusion applies to this Resolution 2. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• Reign Advisory Pty Ltd and SCKLD Investments Pty Ltd;

• a person who participated in the issue or is a counterparty to the agreement being approved;

• • An associate of those persons.

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

• 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

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• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3: Ordinary Resolution to ratify issue to Indian Ocean Capital

To consider and if thought fit, pass the following as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 1,176,470 Shares in the Company, for the purpose, and on the terms set out in the Explanatory Statement”.

Voting Exclusion Statement

A voting exclusion applies to this Resolution 3. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• Transocean Nominees Pty Ltd;

• a person who participated in the issue or is a counterparty to the agreement being approved;

• An associate of those persons.

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

• 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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Approval of Share Issuances

4. Resolution 4: Ordinary Resolution to approve the issue of shares to Dato Dr Chua Hock Hoo

To consider and if thought fit, pass the following as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 5,834,594 Shares to Dato Dr Chua Hock Hoo (or his nominee), for the purpose, and on the terms set out in the Explanatory Statement”.

Voting Exclusion Statement

A voting exclusion applies to this Resolution 4. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• Dato Dr Chua Hock Hoo (or his nominee(s));

• the person who is to receive the securities in question and any other person who will obtain a material benefit as result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity;

• an associate of those persons.

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

• 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

• 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

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5: Ordinary Resolution to issue Shares to Reign Advisory Pty Ltd

To consider and if thought fit, pass the following as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 666,791 Shares to Reign Advisory Pty Ltd (or its nominee), for the purpose, and on the terms set out in the Explanatory Statement”.

Voting Exclusion Statement

A voting exclusion applies to this Resolution 5. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• Reign Advisory Pty Ltd (or its nominees);

• the person who is to receive the securities in question and any other person who will obtain a material benefit as result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity;

• An associate of those persons.

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

• 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

• • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

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

  • o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Other Business

To transact any other business which may be legally brought before a General Meeting, in accordance with the Company’s Constitution and the Corporations Act 2001 (Cth).

On behalf of the Board,

Sonny Didugu Joint Company Secretary 9 April 2026

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Explanatory Statement

This Explanatory Statement is intended to provide Shareholders of Nex Metals Explorations Limited (ASX: NME) (NME or the Company) with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Extraordinary General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice please contact NME or seek advice from your professional advisors.

Approval of Arika JV Divestment

Background to the Arika Joint Venture and Divestment

The Company currently holds a 20% interest in the Yundamindra and Kookynie Gold Projects held via a joint venture with Arika Resources Limited (ASX:ARI) (the Arika Joint Venture). Under the terms of the Arika Joint Venture, the Company is required to fund 20% of the expenses incurred in exploring and developing these projects.

The Arika Joint Venture has, without issuing cash calls to the Company, accrued amounts owed to it by NME exceeding $2 million.

The Company is proposing to divest its interest in the Arika Joint Venture to Arika (the Arika JV Divestment ). A Binding Term Sheet was signed and announced on 2 February 2026.

Completing the Arika JV Divestment enables NME to realise the value of its investment in the Arika Joint Venture and allows it to fund the amounts owed back to the Arika Joint Venture without raising funds to repay these amounts which may result in shareholder dilution.

The Company announced such agreement on 2 February 2026 as being conditional on formal agreements with Arika, shareholder approval (being sought at this Meeting), and various other conditions.

The agreement reached is one that the directors consider to be a value-accretive outcome for NME shareholders, with the Company retaining upside to the projects via a significant shareholding in Arika, and additional cash being raised net of the funding contribution repayments.

ASX has determined that the proposed disposal by NME of its interest in the Arika Joint Venture will constitute a disposal of its 'main undertaking' (as that term is defined in the ASX Listing Rules). ASX Listing Rule 11.2 requires a listed company to obtain the approval of its shareholders to undertake a disposal of its main undertaking. The Arika JV Divestment is a disposal of the Company’s main undertaking for these purposes.

Resolution 1 seeks the required shareholder approval for the Arika JV Divestment from NME shareholders under and for the purposes of ASX Listing Rule 11.2.

A consequence of this determination by ASX is that the Company will have six months to demonstrate to ASX that its level of operations is sufficient, and its financial condition adequate, to warrant continued quotation on ASX. Should the Company not demonstrate such operations and financial condition to ASX's satisfaction, ASX will suspend trading in the Company's securities at that time. Since the release of the 2 February 2026 announcement, the Company has received correspondence from ASX advising that the six-month period commences on the date of execution of the Binding Term Sheet and the first ASX release disclosing the Arika JV Divestment, which would mean the relevant period ends on 2 August 2026.

The directors consider that the Company’s main activity and strategic focus have been and will continue to be gold exploration, project development, and gold production. The Company has a long history of owning and developing gold projects and has previously produced gold at scale.

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The Company remains highly confident in its ability to meet these conditions in the context of its broader portfolio of projects and activities, and considering that its current and proposed activities will remain focused on gold exploration, project development, and gold production, consistent with its historical activities.

An additional consequence of ASX’s determination is that future acquisitions by the Company may require the Company to complete recompliance with Chapters 1 and 2 of ASX. The Company will manage this risk through ongoing engagement with ASX, where appropriate, as to any future acquisitions. Further guidance from ASX as to these matters is set out in its ASX Guidance Note 12.

Terms of Disposal

In consideration for the sale of NME’s 20% interest in the Arika Joint Venture, it is proposed that the Company will receive:

• $2.5 million in cash of which up to $2 million will be applied towards repayment of outstanding expenses to the Arika Joint Venture such that no less than $0.5 million will be received by the Company net of those expenses; and

• 70,823,529 Shares in Arika which have an estimated value of $2.26 million at an assumed $0.032 per Arika Share.

The Company notes an amendment entered into between the Company and Arika on 9 April 2026 replaced the proposed 12,000,000 Deferred Consideration Shares with an issue of 12,000,000 Shares upfront, however the Company is subject to a milestone-based escrow release in respect of these Shares.

The Company’s shareholders will remain exposed to the potential further upside of the projects as Arika advances its exploration activities through this indirect shareholding in Arika.

Subject to shareholder approval being received at this Meeting, the Company expects completion of the transaction to occur within a month of the Meeting.

Arika is not a related party to the Company.

At present the terms of the disposal have been agreed in the form of a Binding Term Sheet, as amended on 9 April 2026. The parties expect to settle binding and formal documentation prior to the Meeting. A further summary of the material terms of the disposal per the Binding Term Sheet is set out in Annexure A.

Effect of disposal on the Company

If Resolution 1 is approved, the Company will (subject to all other conditions precedent being met) divest its interest in the Arika Joint Venture to Arika in accordance with the terms set out in Annexure A, which are being finalised into a binding agreement.

The Company sets out a pro forma balance sheet to show the effect of the disposal on the Company’s balance sheet, based on the 31 December 2025 balance sheet, which is the most recent audit reviewed financial statement, at Annexure B.

The balance sheet impact is positive, resulting in an increase to the Company’s total consolidated assets, net assets and a profit on the sale of the asset of approx. $2.1 million. Further information on this is set out in the Company’s Half Yearly Report (released 13 March 2026 where a provision was made for the proposed divestment) and at Annexure B. There will be no impact on the Company’s annual revenue and no ongoing impact on the Company’s profit before tax other than the profit on the disposal. Annual expenditure will not change other than the one-off expense that will be incurred on the $2 million payment back to Arika for the outstanding JV expense contributions. The transaction has a positive impact on net equity interests of the Company as set out in Annexure B.

The disposal does not affect the Company’s capital structure, will not result in any dilutionary impact to shareholders, and will not result in any changes to the Company’s board or management.

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Intention following disposal

As stated above, the directors consider that the Company’s main activity and strategic focus have been and will continue to be gold exploration, project development, and gold production. Although ASX has determined that the Arika Joint Venture is the Company’s main undertaking for the purpose of the ASX Listing Rules, the Company’s primary operational focus over the last year has been:

• advancing the Kookynie Tailings Project for which the Company has released a development programme (ASX Release 30 January 2026) following execution of a profit-sharing agreement with the Wangkatja Tjungula Aboriginal Corporation (WTAC) in late 2025;

• the Company is currently evaluating whether a toll processor should be contracted or if there is scope for optimising prior-utilised beneficiation techniques with an updated flow sheet, potentially enabling recovery improvements with minimal capital outlay;

• to that end, the Company has engaged an external consultant to advise on the potential flow sheet incorporating equipment already owned by NME and WTAC, and to conduct metallurgical test work to validate internal assumptions made in this process

• advancing a proposed entry as a project operator to Egypt’s Eastern Desert following an earlier announced ongoing due diligence and evaluation process;

• pursuant to this agreement, NME would be operating the North Henai Concession as a profitshare partner (without acquiring or owning the project) where the Company believes that it can materially improve gold production rates and quality whilst adopting a capital-light approach, taking advantage of processing and metallurgical knowledge it has accumulated;

• evaluating various potential acquisitions of exploration tenements prospective for gold in Australia, Egypt and other areas of strategic interest;

• working closely with WTAC to evaluate opportunities for NME and WTAC to collaborate on exploration and gold production opportunities in the Western Australian Goldfields as formalised in the Memorandum of Understanding signed this year (ASX Release 30 January 2026); and

• continuing exploration across the Company’s remaining exploration portfolio in Western Australia.

It is possible that ASX may impose the requirement of ASX Listing Rules Chapters 1 and 2 recompliance on any future acquisitions by the Company. The Company will engage with ASX regarding any proposed acquisitions.

The directors are of the view that, particularly considering the above, the Arika JV Divestment will not result in a change to the Company’s business activities or business model which will continue to be gold exploration, project development, and gold production.

Following the Arika JV Divestment, the Company will have received $0.5 million in net cash and ~70 million Arika Shares. Holding the Arika shares provides the Company with ongoing indirect exposure to the Yundamindra and Kookynie Gold Projects through this shareholding. At this time, the Company does not have a specific intention to hold or divest the Arika Shares. However, the Company notes that escrow restrictions apply, and any divestment will need to comply with those restrictions. Any funds raised from the divestment of those Arika shares will be applied towards the Company’s working capital to fund other ongoing business objectives.

Advantages and disadvantages of disposal

The directors consider the following to be key advantages of the disposal of the Arika Joint Venture interest (non-exhaustively):

Funding of Joint Venture Contributions	Should the Company continue to hold an interest in the Arika Joint Venture, it is possible that a cash call may be made to the Company which would require payment of amounts that may exceed $2 million. The Company would then have to raise this capital in a likely dilutive transaction.

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Capital to pursue other opportunities	The Company has not played an active role in the Arika Joint Venture. Value realised from this divestment will fund the Company’s activities at what it considers to be its primary activities – such as the Kookynie Tailings Project.
Ongoing exposure to Arika upside	The structure of the transaction being predominantly in shares in Arika will see NME be a substantial shareholder of Arika following completion of the transaction. Through that indirect ownership, NME shareholders will continue to benefit in the upside of this project and other projects pursued by Arika. Further, NME’s ownership of Arika shares rather than part-ownership of the projects imparts no further obligations on NME to fund activity at the projects.
No dilutionary impact	The transaction allows the Company to raise capital with no dilutionary impact to NME shareholders.

The directors consider the following to be key disadvantages of the disposal of the Arika Joint Venture interest (non-exhaustively):

(non-exhaustively):
No direct ownership of projects	The Company currently has part-ownership of the projects forming the Arika Joint Venture which it will lose by committing to this disposal, and it is likely that such interest will not be able to be re-acquired.
ASX compliance burden	ASX may impose a requirement to complete Chapters 1 and 2 recompliance on the Company which would be a costly endeavour with no certainty of success. Further, it is possible that ASX may impose a suspension of trading in the Company’s securities should the Company be unable to satisfy ASX as to its level of operations being sufficient, and its financial condition being adequate, to warrant continued quotation on ASX following this disposal. Additionally, should Resolution 1 be passed, the Company will lose the ability to issue securities under ASX Listing Rule 7.1A until approval is sought again at the next annual general meeting of the Company.
Disposal of main undertaking	the Company will be disposing of what ASX has determined to be its main undertaking in, which may not be consistent with the investment objectives of all shareholders;

Effect of disposal not proceeding

If the disposal were not to proceed (including if Resolution 1 was not passed) it is expected that Arika may issue a cash call to the Company, which would require the Company to make payment of its share of exploration expenditure, which is understood to exceed $2 million as at the date of this Notice. The Company will likely need to raise capital via debt or equity issuances to fund that cash call, however it will continue to own its 20% interest in the Arika Joint Venture.

Timetable

The Company provides the following indicative timetable for completion of the Arika JV Divestment:

Date	Event
Prior to the Meeting	Execution of formal share purchase agreement with Arika and other formal documentation which follows the term sheet summarised at Annexure A.
15 May 2026	Trading halt in the Company’s securities from market open Shareholders meeting held with approval being sought for the Arika JV Divestment

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Within two weeks of the Meeting	Satisfaction of all conditions precedent by the Company and Arika. Completion of the Arika JV Divestment.

This timetable is indicative only and is subject to change. There are various conditions precedent which are outside the control of NME. Completion will occur no more than five business days following satisfaction of all conditions precedent under the formal documentation.

ASX Compliance Statement

As required by ASX, the Company advises that ASX takes no responsibility for the contents of this Notice.

Ratification of Prior Issues

Resolutions 2 and 3 relates to a proposed ratification of prior issues by the Company.

Resolution 2 relates to an issue of Options made by the Company in October 2025. The Options were issued to Reign Advisory Pty Ltd (Reign Advisory). Reign Advisory, under two separate engagements, provides both corporate advisory services and an outsourced company secretarial function to the Company. These Options were issued to a nominee of Reign Advisory as part of their remuneration as Corporate Advisors to the Company.

Resolution 3 relates to an issue of 1,176,470 Shares to a nominee of Indian Ocean Capital Pty Ltd in consideration for corporate advisory services provided by Indian Ocean Capital following an engagement signed in August 2024.

Regulatory Framework

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities (as defined in the ASX Listing Rules, which includes options and convertible securities) that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

ASX Listing Rule 7.4 allows the shareholders of a company to ratify an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1.

The issue of securities to which Resolutions 2 and 3 relate was issued in reliance of the Company’s ASX Listing Rule 7.1 capacity, and the issues were both within that capacity, and the conduct of the issues complied with ASX Listing Rule 7.1. By these Resolutions 2 and 3, the Company proposes to ratify those issues such that they no longer ‘consume’ ASX Listing Rule 7.1 capacity.

As the issues have already been completed, if Resolutions 2 and 3 are not passed, the only effect is that each of those issuances, respectively, will continue to ‘consume’ ASX Listing Rule 7.1 capacity for the period stated under ASX Listing Rule 7.1. If Resolutions 2 and 3 are passed, the placement capacity under ASX Listing Rule 7.1 will become available again (subject to the terms of that rule) as if those issuances were approved by Shareholders under ASX Listing Rule 7.1 at issuance.

The benefit in refreshing the Company’s placement capacity in this manner is greater, considering that an outcome of shareholders approving Resolution 1 is that the Company will lose the ability to use the additional placement capacity available under ASX Listing Rule 7.1A until resought at a future Annual General Meeting.

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Information required by ASX Listing Rules

Pursuant to ASX Listing Rule 7.5, the Company provides the following information in respect of Resolution 2.

Number and class of securities issued or to be issued	4,000,000 Options each exercisable at $0.04 expiring 17 September 2027. A summary of the terms of these Options is set out at Annexure C.
Name of recipients or basis on which persons were identified	SCKLD Investments Pty Ltd being the nominee of Reign Advisory Pty Ltd.
Date securities were issued or will be issued	10 October 2025
Price (or other consideration)	Nil. The Company issued the securities to Reign Advisory as part consideration for services to be rendered to the Company.
Purpose of the issue	Payment for services to be rendered. Exercise of the Options will raise $160,000. Any funds raised from the exercise of the Options will be applied towards general working capital of the Company in accordance with its stated objectives at that time.
Other material terms of agreement	Pursuant to this engagement, Reign Advisory is entitled to a monthly cash fee of $4,500 per month for corporate and strategic advisory, and a further $2,500 per month for corporate digital media and marketing services. Additionally, the Company agreed to issue these Options to Reign Advisory.
Voting Exclusion Statement	A voting exclusion statement applies to Resolution 2.
Pursuant to ASX Listing Rule 7.5,	the Company provides the following information in respect of Resolution 3
Number and class of securities issued or to be issued	1,176,470 Shares
Name of recipients or basis on which persons were identified	Transocean Nominees Pty Ltd being the nominee holding entity for the proprietors of Indian Ocean Capital Pty Ltd whom are corporate advisors to the Company.
Date securities were issued or will be issued	28 July 2025
Price (or other consideration)	$0.03 per Share representing a payment of $39,294
Purpose of the issue	Payment for services rendered to the Company.

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Other material terms of agreement	On 21 August 2024 the Company announced that it had entered into a twelve month engagement with Indian Ocean Capital Pty Ltd to provide corporate advisory services for $12,500 per month. The issue of these shares represents part payment for those services to the value of $39,294.
Voting Exclusion Statement	A voting exclusion statement applies to Resolution 3

Approval of Issues of Securities

Resolutions 4 and 5 propose the issue of securities to Dato Dr Chua Hock Hoo (a director of the Company) and Reign Advisory under a Company Secretarial Services agreement, respectively.

Resolution 4 relates to a proposed issuance that was earlier approved by shareholders at the 2025 Annual General Meeting. However, due to an administrative oversight, the issue was not completed within the one month permitted by ASX Listing Rule 10.11. The Company accordingly seeks shareholder approval again, such that the issue may now be completed.

Resolution 5 relates to a proposed issuance to Reign Advisory in relation to a company secretarial services engagement. Reign Advisory has provided the Company with the option to pay part of the fees incurred by the Company in relation to these services in shares, with the price of the shares being calculated based on a VWAP. The Company proposes to make this issuance as set out below.

Regulatory Framework (Resolution 4)

Resolution 4 contemplates an issue of Shares to a director of the Company. As a director of the Company, the recipient is both a related party to the Company and a person to whom ASX Listing Rule 10.11 applies. There are accordingly both Corporations Act and Listing Rule considerations.

Corporations Act: Chapter 2E of the Corporations Act requires that for a public company to give a financial benefit to a related party (including directors of the Company), the company must obtain approval of members in the manner set out in Sections 217 to 227 of the Corporations Act and 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 Shares to Dato Dr Chua Hock Hoo constitutes the giving of a financial benefit to him.

Relevantly, section 211 provides an exclusion from the requirement to seek shareholder approval under Chapter 2E for the giving of financial benefits which are reasonable remuneration having considered the circumstances of the related party and the Company.

Having considered the circumstances of the Company and Dato Dr Chua Hock Hoo as required by section 211 of the Corporations Act, the Directors rely on section 211 and confirm that, in their opinion, the Shares to the director represents fair and reasonable remuneration to him, and accordingly, the Company does not seek shareholder approval pursuant to Chapter 2E of the Corporations Act.

In reaching that decision, the directors have considered that a non-executive directors fee of $25,000 per annum which has not been increased in over ten years is modest, that no interest or other fees are payable on top of the accrued fees, and that the settlement of those fees by way of a share issuance at a price representing a material premium to the current market price is beneficial to the Company, such that the remuneration is fair and reasonable having regard to the circumstances of both the Company and Dato Dr Chua Hock Hoo.

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

10.11.1 a related party;

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Nex Metals Explorations Limited

Nex Metals Explorations Limited ACN 124 706 449

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

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

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

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

unless it obtains the approval of its shareholders.

The proposed issues of securities fall within ASX Listing Rule 10.11.1 and do not fall within any of the exceptions in ASX Listing Rule 10.12. This issue therefore, requires the approval of Shareholders under ASX Listing Rule 10.11.

The Company accordingly seeks shareholder approval pursuant to ASX Listing Rule 10.11 per Resolution 4. Pursuant to ASX Listing Rule 7.2 Exception 14, where approval under ASX Listing Rule 10.11 is obtained approval is not required under ASX Listing Rule 7.1 and the issue of securities will not be included in the Company’s 15% limit.

Regulatory Framework (Resolution 5)

The Company has set out the relevant ASX Listing Rules and Corporations Act requirements for an issue of securities under ASX Listing Rule 7.1 above. The Company is seeking shareholder approval for this issue rather than making the issue under its ASX Listing Rule 7.1 capacity. Approval for the issue per this resolution will see the issue being made without consuming the Company’s placement capacity under this rule.

Information required by the ASX Listing Rules

Pursuant to ASX Listing Rule 10.13, the Company provides the following information in respect of Resolution 4

Name of recipients	Dato Dr Chua Hock Hoo (or his nominee) whom is a party to whom LR 10.11.1 applies by reason of Dato’s directorship.
Number and class of securities to be issued	5,834,594 Shares
Material terms of the securities	Shares are fully paid ordinary shares.
Date by which securities will be issued	The Shares must be issued within one month of the Meeting.
Price (or other consideration)	$0.05 per Share (being a material premium to the current share price). Dato is currently owed $291,729.68 in directors fees for the period from 1 June 2012 to 30 June 2022. It is proposed that this issue be made in satisfaction of those amounts.
Purpose of the issue	Satisfaction of outstanding debt accrued and owing to a director for historical directors fees. The fees are calculated as follows:

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Nex Metals Explorations Limited

Nex Metals Explorations Limited

ACN 124 706 449

	Further information on the circumstances relating to this issue were set out in ASX Release 24 October 2025 (2025 AGM Notice of Meeting).
Current Remuneration	During the relevant period of the accrual and as at today, Dato is paid a directors fee of $25,000 per annum plus superannuation. Dato is a non- executive director of the Company.
Other material terms of agreement	The issue price has been set by agreement between the Company and Dato, which is at a material premium to the current issue price and substantially benefits the Company. There is no interest or other amounts factored into this accrual and the issue is not otherwise made pursuant to an agreement.
Voting Exclusion Statement	A voting exclusion statement applies to Resolution 4.
Pursuant to ASX Listing Rule 7.3,	the Company provides the following information in respect of Resolution 5
Number and class of securities issued or to be issued	666,791 Shares
Name of recipients or basis on which persons were identified	Reign Advisory Pty Ltd or its nominee, a service provider to the Company.
Material terms of the securities	Shares are fully paid ordinary shares.
Date securities were issued or will be issued	The Shares must be issued within three months of the Meeting.

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Nex Metals Explorations Limited

Nex Metals Explorations Limited ACN 124 706 449

Price (or other consideration)	The issue price has been calculated based on the 20 day historical VWAP of the Company immediately prior to each three-month period in which the fees were earned. In respect of 365,854 Shares earned in the period December 2025 to February 2026, this is $0.01845 per Share (an election made by the Company after the fact to pay this amount in shares rather than cash). In respect of 300,937 Shares earned in the period March 2026 to May 2026, this is $0.02244 (an election made for the coming period in advance). A blended average issue price is $0.0202 per Share.
Purpose of the issue	In lieu of cash remuneration for services rendered.
Other material terms of agreement	Pursuant to this engagement, Reign Advisory is entitled to a monthly cash fee of $7,250 per month to provide company secretarial services to the Company of which the Company may elect for $2,250 per month to be paid by issuance of shares, in three-monthly instalments. Such issue price is to be the 20 trading day VWAP immediately prior to the three month period. If shareholder and/or regulatory approval is not received for the issuance, the Company will continue to owe to Reign Advisory the cash amounts invoiced at $2,250 per month. The Company notes that whilst it is proposing shares to be issued for services to be rendered in the future, the agreement with Reign Advisory to provide company secretarial services is for a minimum period of twelve months yet to be reached so there is no risk of the agreement ceasing prior to the services being rendered.
Voting Exclusion Statement	A voting exclusion statement applies to Resolution 5.

Effect of Resolutions

If either of Resolutions 4 and 5 respectively are passed, the Company will issue these shares to the relevant parties in satisfaction of amounts already owing to those parties for services rendered. Such issuances will not consume placement capacity under ASX Listing Rule 7.1 or 7.1A.

If either of Resolutions 4 and 5 respectively are not passed, the Company will not issue these shares to the relevant parties and will continue to have an outstanding debt obligation to those parties.

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Nex Metals Explorations Limited

Nex Metals Explorations Limited ACN 124 706 449

Directors Recommendations

The Directors make the following recommendations regarding the Resolutions.

Resolution	Recommendation
Resolution 1	The directors recommend shareholders votein favourof this resolution. The directors consider the proposed divestment of the Arika Joint Venture interest to be value accretive to NME shareholders, providing cash and a liquid asset (ARI Shares) which can be used to fund the Company’s other operations. The directors consider that the regulatory considerations ASX have imposed to be manageable in light of the Company’s existing activities and limited historical operational involvement on the Arika Joint Venture.
Resolution 2	The directors recommend shareholders votein favourof this resolution. The issue to Reign Advisory was to align their remuneration with the Company’s share price performance. Ratifying the issue frees up ASX Listing Rule 7.1 issue capacity for other issues the Company may pursue.
Resolution 3	The directors recommend shareholders votein favourof this resolution. The issue to Indian Ocean Capital reduced the cash amounts owed to them for their corporate advisory services. Ratifying the issue frees up ASX Listing Rule 7.1 issue capacity for other issues the Company may pursue.
Resolution 4	The directors (other than Dato Dr Chua Hock Hoo) recommend shareholders votein favour of this resolution. The issue to Dato reduces a significant outstanding financial liability to Dato at a price that is favourable to NME shareholders. Raising the capital to repay this amount would be far more dilutive to the Company than making this issuance in satisfaction of the same.
Resolution 5	The directors recommend shareholders votein favourof this resolution. Remunerating Reign Advisory in shares reduces the cash outlay required to retain the services of Reign Advisory’s outsourced company secretarial function and the services of Joint Company Secretary, Sonny Didugu.

The Chairman will vote all undirected proxies in favour of each resolution.

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Nex Metals Explorations Limited

Nex Metals Explorations Limited ACN 124 706 449

Further Information

For further information, please contact the Company by email at NME@reignadvisory.com.

If you are unsure about any of the matters discussed above, the Directors encourage you to seek professional financial, legal, taxation, accounting, or other advice prior to making any decisions.

Voting Information

Pursuant to Regulation 7.11.37 of the Corporations Regulation 2001 (Cth) the persons eligible to vote at the Meeting are those who are registered Shareholders at Shareholders at 5.00pm AWST on 13 May 2026.

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

Shareholders and their proxies should be aware that:

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

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

Voting in person

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

You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Automic Registry Services will need to verify your identity. You can register from 1.00pm AWST on the day of the Meeting.

Key Management Personnel

The Chair of the meeting may vote an undirected proxy (ie. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given informed consent, in the form of an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel (Informed Consent).

The Company recommends that shareholders consider the following options to ensure the validity of their votes:

• that shareholders direct proxies on a remuneration related resolution instead of leaving them undirected; or

• that shareholders nominate a proxy who is not a member of Key Management Personnel or any of their Closely Related Parties to vote on a remuneration related resolution; or

• that shareholders who wish to vest their undirected proxies in the chair on a remuneration related resolution ensure that they follow instructions provided on the proxy form in order to provide Informed Consent.

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Nex Metals Explorations Limited ACN 124 706 449

Glossary

General terms and abbreviations in this Notice of Meeting and Explanatory Statement have the following meanings unless contrary intention appears or the context requires otherwise:

Term	Definition
ArikaorASX:ARI	Arika Resources Limited (ACN 086 839 992)
Arika Joint Ventureor Arika JV	The joint venture between NME and Arika over the Yundamindra and Kookynie Gold Projects which the Company has a present 20% interest in as formed and governed by various joint venture agreements between the parties
ARI Shares	Fully paid ordinary shares in Arika
ASX	ASX Limited or the market it operates (the Australian Securities Exchange) as the context may require
Closely Related Party	Has the meaning given to the term by section 9 of the Corporations Act
CompanyorNME	Nex Metals Explorations Limited (ACN 124 706 449)
Corporations Act	Corporations Act 2001 (Cth)
Equity Security	Has the meaning given to the term by Chapter 19 of the ASX Listing Rules, being: a share, a unit, a right to a share or unit or option, an option over an issued or unissued security, a convertible security, any security that ASX decides to classify as an equity security, but not a security ASX decides to classify as a debt security
Explanatory Statement	The explanatory statement enclosed with the Notice set out in this document
Key Management Personnel	Has the meaning given to the term by section 9 of the Corporations Act
MeetingorExtraordinary General MeetingorEGM	The Extraordinary General Meeting of the Company to be held at 2.00pm AWST on Friday, 15 May 2026 at The Ambassador Hotel, 196 Adelaide Terrace, Perth WA 6000.
Notice of Meetingor Notice	The notice of Extraordinary General Meeting set out in this document
Official List	The official list of entities that ASX has admitted and not removed
Option	An option to acquire Shares
Ordinary Resolution	A resolution which requires only a majority of the votes cast in person or by proxy by members entitled to vote on the resolution to vote in favour to be passed
Resolutions	The resolutions set out in the Notice or any one or group of them as the context requires
Reign Advisory	Reign Advisory Pty Ltd (ACN 656 685 960)
Shareholder	A holder of Shares
SharesorFully Paid Ordinary Shares	Fully paid ordinary shares in the Company
Special Resolution	A resolution which requires at least 75% of the votes cast in person or by proxy by members entitled to vote on the resolution to vote in favour to be passed

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Nex Metals Explorations Limited

Nex Metals Explorations Limited ACN 124 706 449

Annexure A: Material Terms of Binding Term Sheet re Arika Joint Venture divestment

The Company entered into a variation agreement with ARI on 9 April 2026, which has the effect of amending the consideration terms. The following is presented as varied by this document. The primary amendment is to issue what was to be deferred consideration shares upfront, and to provide for a longer voluntary escrow in respect of those additional shares.

Parties	Nex Metals Explorations Limited and various relevant subsidiary entities (NME) Arika Resources Limited and various relevant subsidiary entities (ARI)
Sale	NME has agreed to sell its interest in the Joint Venture (including its 20% share in the tenements forming the Kookynie and Yundamindra Gold Projects and corresponding mining information.
Consideration	ARI will pay to NME at completion • $2.5 million in cash; • 70,823,529 fully paid ordinary shares in ARI
Set off against JV contributions	The Joint Venture has accrued, without issuing a cash call, amounts payable by NME to the Joint Venture for its 20% share of expenses exceeding $2 million. NME and ARI have agreed that up to $2 million of the $2.5 million cash consideration will be applied towards repayment of the outstanding amounts in full satisfaction of all amounts owed – such that NME will receive no less than $0.5 million net cash from the cash component of the sale proceeds.
Voluntary Escrow	NME has agreed to voluntary escrow of: • On 58,823,529 ARI Shares: up to 12 months from completion on the shares issued to NME with 25% released every 3 months over that 12 month period; • On 6,000,000 ARI Shares: the earlier of five years from completion or upon confirmation in an ASX release of an indicated gold resource of 250,000 oz (JORC 2012, 0.5 g/t cut- off) • On 6,000,000 ARI Shares: the earlier of five years or upon confirmation in an ASX release of an indicated gold resource of 500,000 oz (JORC 2012, 0.5 g/t cut-off)
Tailings	NME and ARI acknowledge that this transaction does not affect the existing agreement between the parties pursuant to which NME owns the Kookynie Gold Tailings Project. NME commits to take all reasonable steps actions required to move, dispose of or otherwise deal with the tailings within six years from completion.
Formal agreements	The transaction remains subject to execution of formal agreements and various conditions precedent that the Company considers ordinary and customary for agreements of this nature – for example including shareholder approval from each of NME and ARI, regulatory approval including from ASX in relation to the deferred consideration shares, and other customary matters.

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Nex Metals Explorations Limited

Nex Metals Explorations Limited ACN 124 706 449

Annexure B: Pro-Forma Balance Sheet

	31 December 2025	Arika JV	Pro-Forma
	$	Divestment	Balance
Current assets
Cash and cash equivalents	16,499	500,000	516,499
Other current assets	2,722		2,722
Current Assets (Excluding Asset Held for Sale)	19,221		519,221
Assets held for sale	2,578,802	(2,578,802)	-
Total current assets	2,598,023		519,221
Non-current assets
Plant and equipment	28,217		28,217
Capitalised exploration and evaluation expenditure	-
Financial assets	-	2,266,352	2,266,352
Right use of asset	223,944		223,944
Total non-current assets	252,161		2,850,184
Total assets	2,850,184		3,037,734
Current liabilities
Payables	3,948,656	(2,000,000)	1,948,656
Borrowings	161,451		161,451
Employee Provisions	193,096		193,096
Lease liability	74,154		74,154
Total current liabilities	4,377,357		2,377,357
Non-Current Liabilities
Lease Liability	183,680		183,680
Total Non-Current Liabilities	183,680		183,680
Total liabilities	4,561,037		2,561,037
Net assets / (Net liabilities)	(1,710,853)		476,697
Equity
Issued capital	29,688,356		29,688,356
Option reserve	2,318,245		2,318,245
Accumulated losses	(33,717,454)	2,187,550	(31,529,904)
Total equity / (deficiency in equity)	(1,710,853)		476,697

Notes:

1. With the Arika JV Divestment being announced in early 2026, the Company made various accounting adjustments at 31 December 2025 (refer to half yearly report released 13 March 2026) which provided for an asset held for sale being the Arika JV Interest, as well as accruing for the first time a payable to Arika of $2 million (being the cash contributions owed to Arika which were not previously accrued for as there has never been a cash call).

2. The Company notes that as set out in Annexure A, there are certain restrictions on the Company’s ability to sell the Arika Shares. The Company has accordingly presented those as financial non-current assets at an assumed valuation of $0.032 per Share.

3. The pro-forma balance sheet is indicative only and is not audited. Final balance sheet impact of the Arika JV Divestment will be subject to a formal assessment following completion of the transaction which may result in an outcome different to what has been presented.

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Nex Metals Explorations Limited ACN 124 706 449

Annexure C: Terms of Options issued to Reign Advisory

(a) Entitlement	Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price	Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.04 (Exercise Price).
(c) Expiry Date	Each Option will expire at 5:00 pm (AWST time) on 17 September 2027 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period	The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(e) Notice of Exercise	The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. The Options held by each holder may be exercised in whole or in part, and if exercised in part, at least 5,000 Options must be exercised on each occasion.
(f) Exercise Date	A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
(g) Timing of issue of Shares on exercise	Within five Business Days after the Exercise Date, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under (g)(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(h) Shares issued on exercise	Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) Reconstruction of capital	If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(j) Participation in new issues	There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. The Options confer no right to dividends or returns of capital.
(k) Change in exercise price	An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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Nex Metals Explorations Limited ACN 124 706 449

(l) Transferability	The Options are freely transferrable from the date of issue, subject to any restriction or escrow arrangements imposed by ASX or under Australian securities laws.
(m) Quotation of Options	The Company will not apply for quotation of the Options on ASX.
(n) Quotation of Shares	If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.
(o) Adjustment for bonus issues of Shares	If there is a bonus issue to the holders of Shares, the number of securities over which the Options is exercisable may be increased by the number of securities which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue (being as permissible under ASX ListingRule 6.22.3).

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Nex Metals Explorations Limited

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

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Nex Metals Explorations Limited | ABN 63 124 706 449

Your proxy voting instruction must be received by 2:00pm (AWST) on Wednesday, 13 May 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Nex Metals Explorations Limited, to be held at 2:00pm (AWST) on Friday, 15 May 2026 at The Ambassador Hotel, 196 Adelaide Terrace, Perth WA 6000 hereby:

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Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.

Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.

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

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 4 (except where I/we have indicated a different voting intention below) even though Resolution 4 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions	For	Against Abstain	Against Abstain
1 Ordinary Resolution to Approve Sale of Arika JV Interest
2 Ordinary Resolution to ratify issue of Options to Reign Advisory
3 Ordinary Resolution to ratify issue to Indian Ocean Capital
4 Ordinary Resolution to approve the issue of shares to Dato Dr Chua Hock Hoo
5 Ordinary Resolution to issue Shares to Reign Advisory Pty Ltd
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not
be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
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