20 February 2026

Dear Shareholder

Odyssey Gold Limited – Notice of General Meeting

Odyssey Gold Limited (ASX: ODY) ( Company ) advises that a General Meeting of the Company ( Meeting ) will be held on Wednesday, 25 March 2026 at 2:00pm (AWST) at the Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000.

In accordance with 110D of the Corporations Act 2001 (Cth) ( Corporations Act ), the Company will not be dispatching physical copies of the Notice of Meeting (unless a shareholder has elected to receive documents in hard copy in accordance with the timeframe specified in section 110E(8) of the Corporations Act).

A copy of the Meeting materials can be viewed and downloaded online as follows:

You can access the Meeting materials online at the Company’s website: https://odysseygold.com.au/investors/asx-announcements;
A complete copy of the Meeting materials has been posted to the Company’s ASX Market Announcements page at www.asx.com.au under the Company’s ASX code “ODY”; or
If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form.

A copy of your Proxy Form is enclosed for convenience.

The Company intends to hold a physical meeting. The Company will notify any changes to this by way of an announcement on ASX and the details will also be made available on our website.

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

How do I update my communications preference?

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au.

Yours sincerely

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Greg Swan Company Secretary

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ACN 116 151 636

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Wednesday, 25 March 2026 commencing at 2:00pm (AWST).

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9322 6322

ODYSSEY GOLD LIMITED ACN 116 151 636

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Odyssey Gold Limited (ACN 116 151 636) ( Company ) will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Wednesday, 25 March 2026 commencing at 2:00pm (AWST) ( Meeting ). If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at https://odysseygold.com.au/ and the ASX announcements platform.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 23 March 2026 at 4:00pm (AWST).

The Company advises that a poll will be conducted for all Resolutions.

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

AGENDA

1 Resolution 1 – Ratify the Prior Issue of Placement Shares under Listing Rule 7.1

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 167,264,003 Shares under Listing Rule 7.1 at an issue price of $0.031 per Share on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or an associate of those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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.

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2 Resolution 2 – Ratify the Prior Issue of Placement Shares Under Listing Rule 7.1A

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 112,109,335 Shares under Listing Rule 7.1A at an issue price of $0.031 per Share on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or an associate of those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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.

3 Resolution 3 – Approval of Issue of Placement Shares to Mr Ian Middlemas

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 5,000,000 Shares at an issue price of $0.031 per Share to Mr Ian Middlemas (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Ian Middlemas (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(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.

4 Resolution 4 – Approval of Issue of Placement Shares to Mr Matthew Syme

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

" That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 2,054,219 Shares at an issue price of $0.031 per Share to Mr Matthew Syme (and/or his nominees) on the terms and conditions in the Explanatory Memorandum ."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Matthew Syme (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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 of Issue of Placement Shares to Mr Levi Mochkin

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 5,000,000 Shares at an issue price of $0.031 per Share to Mr Levi Mochkin (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Levi Mochkin (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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.

6 Resolution 6 – Approval of Issue of Placement Shares to Mr Matthew Briggs

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 300,000 Shares at an issue price of $0.031 per Share to Mr Matthew Briggs (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Matthew Briggs (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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.

7 Resolution 7 – Approval to Issue Incentive Options to a Director – Mr Matthew Syme

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

"That, for the purposes of Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 3,000,000 Class A Incentive Options, 3,000,000 Class B Incentive Options and 3,000,000 Class C Incentive Options to Mr Matthew Syme (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

Page 4

(a) Mr Matthew Syme (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Incentive Options (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Matthew Syme or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Matthew Syme or his nominee(s) or any of his, or their, associates.

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

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

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

8 Resolution 8 – Approval to Issue Incentive Options to a Director – Mr Matthew Briggs

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

"That, for the purposes of Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 1,500,000 Class A Incentive Options, 1,500,000 Class B Incentive Options and 1,500,000 Class C Incentive Options to Mr Matthew Briggs (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Page 5

Voting Exclusion

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

(a) Mr Matthew Briggs (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Incentive Options (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Matthew Briggs or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Matthew Briggs or his nominee(s) or any of his, or their, associates.

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

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

9 Resolution 9 – Approval to Issue Incentive Options to a Director – Mr Levi Mochkin

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

Page 6

Incentive Options and 500,000 Class C Incentive Options to Mr Levi Mochkin (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

(a) Mr Levi Mochkin (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Incentive Options (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Levi Mochkin or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Levi Mochkin or his nominee(s) or any of his, or their, associates.

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

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

10 Resolution 10 – Approval to Issue Incentive Options to a Director – Mr Robert Behets

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

"That, for the purposes of Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act

Page 7

(including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 500,000 Class A Incentive Options, 500,000 Class B Incentive Options and 500,000 Class C Incentive Options to Mr Robert Behets (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

(a) Mr Robert Behets (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Incentive Options (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Robert Behets or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Robert Behets or his nominee(s) or any of his, or their, associates.

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

(c) the person is appointed as a proxy and the appointment specifies how the proxy is to vote on the Resolution; or
(d) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote on this Resolution but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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11 Resolution 11 – Approval to Issue Performance Rights to a Director – Mr Matthew Syme

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

"That, for the purposes of Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 3,000,000 Performance Rights to Mr Matthew Syme (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

(a) Mr Matthew Syme (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Matthew Syme or his nominee(s) or any of his, or their, associates.

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

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

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12 Resolution 12 – Approval to Issue Performance Rights to a Director – Mr Matthew Briggs

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

"That, for the purposes of Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 1,500,000 Performance Rights to Mr Matthew Briggs (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

(a) Mr Matthew Briggs (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Matthew Briggs or his nominee(s) or any of his, or their, associates.

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

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

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13 Resolution 13 – Approval to Issue Performance Rights to a Director – Mr Levi Mochkin

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

"That, for the purposes of Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 500,000 Performance Rights to Mr Levi Mochkin (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

(a) Mr Levi Mochkin (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Levi Mochkin or his nominee(s) or any of his, or their, associates.

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

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

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14 Resolution 14 – Approval to Issue Performance Rights to a Director – Mr Robert Behets

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

"That, for the purposes of Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 500,000 Performance Rights to Mr Robert Behets (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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

(a) Mr Robert Behets (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(b) an officer of the Company or any of its Child Entities who is entitled to participate in a termination benefit,

or 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 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
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided 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) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of Mr Robert Behets or his nominee(s) or any of his, or their, associates.

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

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

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15 Resolution 15 – Section 195 Approval

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

"That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 7 to 14."

By order of the Board

==> picture [112 x 65] intentionally omitted <==

Gregory Swan Company Secretary Dated: 16 February 2026

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ODYSSEY GOLD LIMITED

ACN 116 151 636

EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

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

Section 2:	Action to be taken by Shareholders
Section 3:	Background
Section 4:	Resolution 1 – Ratify the Issue of Placement Shares under Listing Rule 7.1
Section 5:	Resolution 2 – Ratify the Issue of Placement Shares under Listing Rule 7.1A
Section 6:	Resolutions 3, 4, 5, and 6 – Issue of Placement Shares to Messrs Ian Middlemas, Matthew Syme, Levi Mochkin, and Matthew Briggs
Section 7:	Resolutions 7, 8, 9, and 10 – Issue of Incentive Options to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin, and Robert Behets.
Section 8:	Resolutions 11, 12, 13, and 14 – Issue of Performance Rights to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin, and Robert Behets.
Section 9:	Resolution 15 – Section 195 Approval
Schedule 1:	Definitions and Interpretation
Schedule 2:	Terms and Conditions of Incentive Options
Schedule 3:	Terms and Conditions of Performance Rights

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

2 Action to be taken by Shareholders

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

The Company advises that a poll will be conducted for all Resolutions.

2.1 Proxies

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

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and

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

Proxy Forms must be received by the Company no later than 2:00pm (AWST) on Monday, 21 March 2026, being at least 48 hours before the Meeting.

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

2.2 Attendance at Meeting

To vote in person, Shareholders are able to attend the Meeting at the time, date and place set out above. Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at https://odysseygold.com.au/ and the ASX announcements platform.

3 Background

3.1 Background to Placement

On 29 January 2026, the Company announced a capital raising comprising of a placement to existing and new institutional, professional and sophisticated investors and, subject to Shareholder approval, participation of Directors, to raise gross proceeds of $9,043,554 (before costs) ( Placement ). The Placement comprises the issue of 291,727,557 new ordinary shares in the Company at an issue price of $0.031 per Share ( Placement Shares ).

The Placement comprises the following:

(a) 279,373,338 Placement Shares issued to institutional, professional and sophisticated investors identified by the Company under the Company's existing Listing Rule 7.1 167,264,003 Shares) and 7.1A (112,109,335 Shares) placement capacity;
(b) 5,000,000 Placement Shares to be issued to Mr Ian Middlemas (Non-Executive Chairman) (and/or his nominee), subject to Shareholder approval pursuant to Resolution 3;
(c) 2,054,219 Placement Shares to be issued to Mr Matthew Syme (Executive Director) (and/or his nominee), subject to Shareholder approval pursuant to Resolution 4;
(d) 5,000,000 Placement Shares to be issued to Mr Levi Mochkin (currently Executive Director but will transition to Non-Executive Director effective from 1 May 2026) (and/or his nominee), subject to Shareholder approval pursuant to Resolution 5; and
(e) 300,000 Placement Shares to be issued to Mr Matthew Briggs (Non-Executive Director) (and/or his nominee), subject to Shareholder approval pursuant to Resolution 6.

Resolution 1 seeks Shareholder approval to ratify the issue of the 167,264,003 Shares that were issued under Listing Rule 7.1 pursuant to the Placement and Resolution 2 seeks Shareholder approval to ratify the issue of the 112,109,335 Shares that were issued under Listing Rule 7.1A pursuant to the Placement.

Resolutions 3, 4, 5 and 6 seek Shareholder approval for the participation of Directors in the Placement.

Proceeds from the Placement will allow the Company to accelerate further extensional and resource definition drilling, complete an updated Mineral Resource Estimate and Scoping Study to understand the near-term development potential of the Project, commence initial predevelopment site works, and for general corporate purposes.

Argonaut Securities Pty Limited and Foster Stockbroking Pty Limited acted as joint lead managers to the Placement ( Joint Lead Managers ).

Please refer to the Company's ASX announcement dated 29 January 2026 for further details regarding the Placement.

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4 Resolution 1 – Ratify the Issue of Placement Shares under Listing Rule 7.1

4.1 Background

Refer to Section 3.1 for details on the Placement.

167,264,003 Placement Shares were issued pursuant to the Company's placement capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the 167,264,003 Placement Shares issued pursuant to the Company's placement capacity under Listing Rule 7.1.

Resolution 1 is an ordinary resolution.

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

4.2 Listing Rule 7.4

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

Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those Equity Securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future up to the 15% Placement Capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 1 is passed, the 167,264,003 Placement Shares will be excluded in calculating the Company's 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12-month period from 29 January 2026.

If Resolution 1 is not passed, the 167,264,003 Placement Shares will be included in calculating the Company's 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12-month period from 29 January 2026.

4.3 Specific information required by Listing Rule 7.5

The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval:

(a) the 167,264,003 Placement Shares were issued to a range of existing and new Australian and international investors identified by the Company and the Joint Lead Managers through a bookbuild process. None of the participants in the Placement are related parties or associates of related parties of the Company other than as indicated in Section 3.1 and associates of the related parties;
(b) no participants in the Placement who are related parties of the Company, members of the Company's Key Management Personnel, a substantial holder in the Company or an adviser to the Company (as applicable) or an associate of any of those persons were, or will be, issued Placement Shares equal to more than 1% of the Company's issued capital;
(c) the 167,264,003 Placement Shares were issued pursuant to Listing Rule 7.1, ratification of which is sought pursuant to Resolution 1;
(d) the Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(e) the 167,264,003 Placement Shares were issued at an issue price of $0.031 per Share, raising approximately $5,185,184;
(f) the Placement Shares were issued on 6 February 2026;

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(g) funds raised from the issue of the Placement Shares will be used as detailed in Section 3.1;
(h) the Placement Shares were issued pursuant to subscription letters under which institutional, professional and sophisticated investors subscribed for Placement Shares at an issue price of $0.031 per Share;
(i) Argonaut Securities Pty Limited and Foster Stockbroking Pty Limited acted as Joint Lead Managers pursuant to an engagement letter on standard terms and conditions for a capital raising engagement letter. The Joint Lead Managers received a fee of 6% on the total raised; and
(j) a voting exclusion statement is included in the Notice for Resolution 1.

4.4 Board Recommendation

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

5 Resolution 2 – Ratify the Issue of Placement Shares under Listing Rule 7.1A

5.1 Background

Refer to Section 3.1 for further details on the Placement.

112,109,335 Placement Shares were issued pursuant to the Company's placement capacity under Listing Rule 7.1A.

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of 112,109,335 Placement Shares issued pursuant to the Company's placement capacity under Listing Rule 7.1A.

Resolution 2 is an ordinary resolution.

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

5.2 Listing Rule 7.1A

In addition to its 15% Placement Capacity, the Company has obtained Shareholder approval pursuant to Listing Rule 7.1A at its 2024 annual general meeting to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Company's 2024 annual general meeting, without needing prior Shareholder approval ( 10% Additional Placement Capacity ).

Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rule 7.1A) those Equity Securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1A.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future up to the 10% Additional Placement Capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

If Resolution 2 is passed, the 112,109,335 Placement Shares will be excluded in calculating the Company's 10% Additional Placement Capacity in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following Shareholder approval of the Company's 10% Additional Placement Capacity on 20 November 2024.

If Resolution 2 is not passed, the 112,109,335 Placement Shares will be included in calculating the Company's 10% Additional Placement Capacity in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following Shareholder approval of the Company's 10% Additional Placement Capacity on 20 November 2024.

5.3 Specific information required by Listing Rule 7.5

The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval:

(a) the 112,109,335 Placement Shares were issued to a range of existing and new Australian and international investors identified by the Company and the Joint Lead

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Managers through a bookbuild process. None of the participants in the Placement are related parties or associates of related parties of the Company other than as indicated in Section 3.1 and associates of the related parties;

(b) no participants in the Placement who are related parties of the Company, members of the Company's Key Management Personnel, a substantial holder in the Company or an adviser to the Company (as applicable) or an associate of any of those persons were, or will be, issued Placement Shares equal to more than 1% of the Company's issued capital;
(c) 112,109,335 Placement Shares were issued pursuant to Listing Rule 7.1A, ratification of which is sought pursuant to Resolution 2;
(d) the Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(e) the 112,109,335 Placement Shares were issued at an issue price of $0.031 per Share, raising approximately $3,475,389;
(f) the Placement Shares were issued on 6 February 2026;
(g) funds raised from the issue of the Placement Shares will be used as detailed in Section 3.1;
(h) the Placement Shares were issued pursuant to subscription letters under which institutional, professional and sophisticated investors subscribed for Placement Shares at an issue price of $0.031 per Share;
(i) Argonaut Securities Pty Limited and Foster Stockbroking Pty Limited acted as Joint Lead Managers pursuant to an engagement letter on standard terms and conditions for a capital raising engagement letter. The Joint Lead Managers received a fee of 6% on the total raised; and
(j) a voting exclusion statement is included in the Notice for Resolution 2.
5.4 Board recommendation

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

6 Resolutions 3 to 6 (inclusive) – Approval for Issue of Placement Shares to Messrs Ian Middlemas, Matthew Syme, Levi Mochkin, and Matthew Briggs

6.1 General

Refer to Section 3.1 for details of the Director participation in the Placement.

Resolutions 3 to 6 (inclusive) seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of an aggregate 12,354,219 Placement Shares to the Directors (and/or their respective nominee(s)) to raise gross proceeds of $382,981.

Name	No. of Placement Shares
Ian Middlemas	5,000,000
Matthew Syme	2,054,219
Levi Mochkin	5,000,000
Matthew Briggs	300,000
Total	12,354,219

The terms and conditions upon which Messrs Middlemas, Syme, Mochkin and Briggs will subscribe for the Placement Shares will be the same terms and conditions as other investors in the Placement.

Resolutions 3 to 6 (inclusive) are ordinary resolutions.

The Chairperson intends to exercise all available undirected proxies in favour of Resolutions 3 to 6 (inclusive).

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6.2 Listing Rule 10.11

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

(a) a related party;
(b) a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or exception to do so;
(d) an associate of a person referred to in (a) to (c); or
(e) a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

The issue of Placement Shares to Messrs Middlemas, Syme, Mochkin and Briggs (and/or their respective nominee(s)) falls within Listing Rule 10.11.1 as Messrs Middlemas, Syme, Mochkin and Briggs are related parties of the Company, and do not fall within any of the exceptions in Listing Rule 10.12. Therefore, the issue of the Placement Shares requires Shareholder approval under Listing Rule 10.11.

If Shareholder approval is obtained under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolutions 3 to 6 (inclusive) will be to allow the Company to issue without using the Company's 15% Placement Capacity under Listing Rule 7.1:

(a) 5,000,000 Placement Shares to Mr Middlemas (and/or his nominee(s)) pursuant to Resolution 3;
(b) 2,054,219 Placement Shares to Mr Syme (and/or his nominee(s)) pursuant to Resolution 4;
(c) 5,000,000 Placement Shares to Mr Mochkin (and/or his nominee(s)) pursuant to Resolution 5; and
(d) 300,000 Placement Shares to Mr Briggs (and/or his nominee(s)) pursuant to Resolution 6.

If Resolution 3 is not passed, the Company will not issue the 5,000,000 Placement Shares to Mr Middlemas (and/or his nominee(s)).

If Resolution 4 is not passed, the Company will not issue the 2,054,219 Placement Shares to Mr Syme (and/or his nominee(s)).

If Resolution 5 is not passed, the Company will not issue the 5,000,000 Placement Shares to Mr Mochkin (and/or his nominee(s)).

If Resolution 6 is not passed, the Company will not issue the 300,000 Placement Shares to Mr Briggs (and/or his nominee(s)).

6.3 Specific information required by Listing Rule 10.13.

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

(a) 5,000,000 Placement Shares will be issued to Mr Middlemas (and/or his nominee(s)) pursuant to Resolution 3, 2,054,219 Placement Shares will be issued to Mr Syme (and/or his nominee(s)) pursuant to Resolution 4, 5,000,000 Placement Shares will be issued to Mr Mochkin (and/or his nominee(s)) pursuant to Resolution 5, and 300,000 Placement Shares will be issued to Mr Briggs (and/or his nominee(s)) pursuant to Resolution 6;
(b) Messrs Middlemas, Syme, Mochkin and Briggs are related parties of the Company as they are Directors under Listing Rule 10.11.1;
(c) the maximum number of Placement Shares the Company will issue to the Directors is:

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Name	No. of Placement Shares
Ian Middlemas	5,000,000
Matthew Syme	2,054,219
Levi Mochkin	5,000,000
Matthew Briggs	300,000
Total	12,354,219

(d) the Placement Shares to be issued to Messrs Middlemas, Syme, Mochkin and Briggs (and/or their respective nominee(s)) are fully paid ordinary shares and rank equally in all respects with the Company's existing Shares on issue;
(e) the Company will issue the Placement Shares to Messrs Middlemas, Syme, Mochkin and Briggs (and/or their respective nominee(s)) no later than one (1) month after the date of the Meeting;
(f) the Placement Shares to be issued to Messrs Middlemas, Syme, Mochkin and Briggs (and/or their respective nominee(s)) will each be allotted at an issue price of $0.031 per Placement Share to raise approximately $382,981;
(g) proceeds raised from the issue of the Placement Shares to Messrs Middlemas, Syme, Mochkin and Briggs will be used as detailed in Section 3.1;
(h) the Placement Shares will be issued to Messrs Middlemas, Syme, Mochkin and Briggs (and/or their respective nominee(s)) pursuant to placement letters pursuant to which the Directors agreed to subscribe for the relevant Placement Shares at an issue price of $0.031 per Share, subject to Shareholder approval;
(i) the issue of the Placement Shares to Messrs Middlemas, Syme, Mochkin and Briggs (and/or their respective nominee(s)) are not intended to incentivise and are not part of any remuneration for those Directors; and
(j) voting exclusion statements are included in the Notice for Resolutions 3 to 6 (inclusive).

6.4 Board recommendation

The Board (excluding Mr Ian Middlemas) recommends that Shareholders vote in favour of Resolution 3.

The Board (excluding Mr Matthew Syme) recommends that Shareholders vote in favour of Resolution 4.

The Board (excluding Mr Levi Mochkin) recommends that Shareholders vote in favour of Resolution 5.

The Board (excluding Mr Matthew Briggs) recommends that Shareholders vote in favour of Resolution 6.

7 Resolutions 7 to 10 (inclusive) – Approval for Issue of Incentive Options to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets

7.1 General

Resolutions 7 to 10 (inclusive) seek Shareholder approval pursuant to Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes for the grant in aggregate of up to 16,500,000 Incentive Options to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or their respective nominee(s)) as part of the long-term incentive component of their remuneration as Directors of the Company.

The Company is proposing to issue the following Class A Incentive Options (exercisable at $0.05 each, vesting after 6 months continuous service from date of issue, and expiring 30 June 2029), Class B Incentive Options (exercisable at $0.07 each, vesting after 12 months continuous service from date of issue, and expiring 30 June 2029), and Class C Incentive

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Options (exercisable at $0.09 each, vesting after 18 months continuous service from date of issue, and expiring 30 June 2029):

Director	Class A Incentive Options	Class B Incentive Options	Class C Incentive Options
Mr Matthew Syme	3,000,000	3,000,000	3,000,000
Mr Matthew Briggs	1,500,000	1,500,000	1,500,000
Mr Levi Mochkin	500,000	500,000	500,000
Mr Robert Behets	500,000	500,000	500,000
Total	5,500,000	5,500,000	5,500,000

In the Company’s present circumstances, the Board considers that the grant of these Incentive Options to the Directors is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the Directors and is consistent with the strategic goals and targets of the Company.

There are no specific performance criteria on the Incentive Options as, given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of the Directors and the performance and value of the Company are closely related.

As such, the Incentive Options granted will generally only be of benefit if the Directors performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options.

Resolution 7 to 10 are ordinary resolutions.

The Chairperson intends to exercise all available undirected proxies in favour of Resolutions 7 to 10.

7.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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 its shareholders in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months of such approval,

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

Messrs Syme, Briggs, Mochkin and Behets are Directors and therefore are related parties of the Company for the purposes of section 208 of the Corporations Act.

As the Incentive Options are proposed to be issued to four out of five of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Incentive Options. Accordingly, Shareholder approval for the issue of the Incentive Options to Messrs Syme, Briggs, Mochkin and Behets is sought in accordance with Chapter 2E of the Corporations Act.

7.3 Section 200B of the Corporations Act

In accordance with section 200B of the Corporations Act, a company may only give a person a benefit in connection with their retirement from a managerial or executive office, or position of employment, in the Company or a related body corporate if:

(a) it is approved by shareholders under section 200E of the Corporations Act; or
(b) an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year’s average base salary).

Section 200B of the Corporations Act applies where the benefit is given to, among other persons, a person whose details were included in the Director's Report for the previous financial year. Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets' details were included in the FY2025 Director's Report.

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The term "benefit" is open to a potentially wide interpretation and may include automatic, or accelerated, vesting of share-based payments for a person or the exercise of discretion to allow a person to maintain a benefit they would not otherwise be entitled to retain, on, or as a result of, retirement from their position of employment in a company.

The benefits for which approval is sought under Resolutions 7 to 10 include benefits that result from the Board exercising the discretions conferred under the terms and conditions of the Incentive Options. In particular, the Board will have the discretion to:

(a) waive the vesting conditions which apply to the Incentive Options if Messrs Syme, Briggs, Mochkin and Behets cease to be an employee or by engaged by the Company; or
(b) accelerate vesting of the Incentive Options upon a Change of Control Event occurring (as defined in the terms and conditions of the Incentive Options contained in Schedule 2).

One of the benefits for which approval is sought under Resolutions 7 to 10 is the potential issue or transfer of Shares to Messrs Syme, Briggs, Mochkin and Behets upon exercise of the Incentive Options as a result of the Board exercising a discretion to vest, accelerate the vesting or retain the Incentive Options as a termination benefit.

Pursuant to Resolutions 7 to 10, the Company is therefore seeking Shareholder approval under section 200B of the Corporations Act in connection with the potential benefits to be given to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets upon exercise of the Board's discretion.

7.4 Specific information required by section 200E of the Corporations Act

The following additional information in relation to Resolutions 7 to 10 is provided to Shareholders for the purposes of section 200E of the Corporations Act:

(a) the amount or value of the benefit relating to the Incentive Options pursuant to Resolution 7 to 10 to be held by Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or their respective nominee(s)) which may arise in connection with their retirement from a managerial or executive office cannot presently be ascertained (please refer to Section 7.5(e) for an estimate of the current value of the Incentive Options (if they were on issue)). However, matters, events and circumstances that will, or are likely to affect the calculation of that amount or value include:
(i) the number of Incentive Options held prior to ceasing employment;
(ii) the outstanding conditions (if any) of vesting of the Incentive Options;
(iii) the circumstances of, or reasons for, ceasing employment or engagement with the Company;
(iv) the length of service with the Company and performance over that period of time;
(v) the market price of the Shares on ASX at the relevant time when the amount or value of the Incentive Options is determined;
(vi) any changes in law; and
(vii) the risk-free rate of return in Australia and the estimated volatility of the Shares on ASX at the relevant time; and
(b) the Company intends to calculate the value of the benefit relating to the Incentive Options at the relevant time based on the above factors.

7.5 Specific information required by section 219 of the Corporations Act

The following information in relation to Resolutions 7 to 10 is provided to Shareholders for the purposes of section 219 of the Corporations Act:

(a) The financial benefits relating to the issue of the Incentive Options are being provided to:
(i) Mr Matthew Syme (and/or his nominee(s)), Executive Director, under Resolution 7;
(ii) Mr Matthew Briggs (and/or his nominee(s)), Non-Executive Director and Technical Consultant, under Resolution 8;

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(iii) Mr Levi Mochkin (and/or his nominee(s)), currently Executive Director but will transition to Non-Executive Director effective from 1 May 2026, under Resolution 9; and
(iv) Mr Robert Behets (and/or his nominee(s)), Non-Executive Director, under Resolution 10;
(b) The maximum number of Incentive Options that will be issued to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:

Director	Class A Incentive Options	Class B Incentive Options	Class C Incentive Options	Total
Mr Matthew Syme (Resolution 7)	3,000,000	3,000,000	3,000,000	9,000,000
Mr Matthew Briggs (Resolution 8)	1,500,000	1,500,000	1,500,000	4,500,000
Mr Levi Mochkin (Resolution 9)	500,000	500,000	500,000	1,500,000
Mr Robert Behets (Resolution 10)	500,000	500,000	500,000	1,500,000
Total	5,500,000	5,500,000	5,500,000	16,500,000

(c) The Incentive Options are being issued to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets as part of their Director compensation arrangements. The Company considers the issuance of Incentive Options to be a cost-effective way to provide compensation benefits to Directors, and to align the Directors interests with the interest of Shareholders, which 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 to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets. The Incentive Options will be granted to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or their nominee(s)) on the terms and conditions in Schedule 2;
(d) The number of Incentive Options are considered appropriate based on the objectives of limiting the dilution of existing Shareholders upon the vesting and exercise of Incentive Options whilst also appropriately remunerating the Directors and aligning their interests with Shareholders;
(e) The Class A Options have an estimated value (using a Black Scholes Option Pricing Model) of $0.0179 each (based on a Share price of $0.032, being the closing price of a Share on 13 February 2026), the Class B Options have an estimated value (using a Black Scholes Option Pricing Model) of $0.0157 each (based on a Share price of $0.032, being the closing price of a Share on 13 February 2026), and the Class C Options have an estimated value (using a Black Scholes Option Pricing Model) of $0.0141 each (based on a Share price of $0.032, being the closing price of a Share on 13 February 2026). As a result, the total estimated value of the Incentive Options to be issued to Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:

Director	Class A Incentive Options	Class B Incentive Options	Class C Incentive Options	Total
Mr Matthew Syme	$53,700	$47,100	$42,300	$143,100
Mr Matthew Briggs	$26,850	$23,550	$21,150	$71,550
Mr Levi Mochkin	$8,950	$7,850	$7,050	$23,850
Mr Robert Behets	$8,950	$7,850	$7,050	$23,850
Total	$98,450	$86,350	$77,550	$262,350

(f) the current remuneration package of Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:

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(i) Mr Syme is engaged as an Executive Director of the Company under a consulting agreement that either party may terminate at any time by providing three months’ written notice. Mr Syme receives a daily rate of $1,200 under the consulting agreement;
(ii) Mr Briggs is a Non-Executive Director and Technical Consultant of the Company. Mr Briggs currently receives annual Non-Executive Director fees of $25,000 plus statutory superannuation. Effective from 1 May 2026, Mr Briggs will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation. Mr Briggs also receives Technical Consultant fees of $1,350 per day on an as-needed basis under a consulting agreement which the Company can terminate at any time by providing at least one month’s notice in writing;
(iii) Mr Mochkin is currently an Executive Director of the Company and currently receives consulting fees of $216,000 per annum. Effective from 1 May 2026, Mr Mochkin will transition from Executive Director to Non-Executive Director of the Company. Effective from 1 May 2026, Mr Mochkin will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation; and
(iv) Mr Behets is a Non-Executive Director of the Company. Mr Behets currently receives annual Non-Executive Director fees of $25,000 plus statutory superannuation. Effective from 1 May 2026, Mr Behets will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation;
(g) As at the date of the Notice, Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets' interests in the securities of the Company are as follows:

Director	Shares	Listed Options	Unlisted Options	Performance Rights
Mr Matthew Syme	19,945,781	1,250,000	Nil	Nil
Mr Matthew Briggs	1,200,000	100,000	Nil	Nil
Mr Levi Mochkin	39,527,528	3,000,000	Nil	Nil
Mr Robert Behets	7,481,250	600,000	Nil	Nil

(h) There may be a perceived cost to the Company arising from the issue of the Incentive Options (and the Shares upon their vesting and exercise). However, the benefits of incentivising Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets to align each of their respective interests with Shareholders should also be considered;
(i) If all the Incentive Options subject to Resolutions 7 to 10 and all the Performance Rights subject to Resolutions 11 to 14 are converted into Shares a total of 22,000,000 Shares would be issued. This will increase the number of Shares on issue from 1,400,466,694 (being the total number of Shares on issue as at the date of the Notice) to 1,422,466,694 (assuming no further issues of Shares and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.5%;
(j) The historical quoted price information for Shares on ASX for the last twelve months from the date of the Notice is as follows:

Shares	Price	Date
Highest	$0.046	29 September 2025
Lowest	$0.016	7 April 2025
Last	$0.032	13 February 2026

(k) Mr Matthew Syme has an interest in Resolution 7 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;

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(l) Mr Matthew Briggs has an interest in Resolution 8 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;
(m) Mr Levi Mochkin has an interest in Resolution 9 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;
(n) Mr Robert Behets has an interest in Resolution 10 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;
(o) A voting exclusion statement and a voting prohibition statement is included in the Notice for Resolutions 7 to 10; and
(p) Other than the information above and otherwise detailed in the Notice, the Company believes there is no there is no other information that would be reasonably required by Shareholders to pass Resolutions 7 to 10.

7.6 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

If Resolutions 7, 8, 9 or 10 are passed, the Company will be allowed to issue the relevant Incentive Options to the relevant Director (and/or his nominee(s)) without using up the Company's 15% placement capacity under Listing Rule 7.1.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with Listing Rule 7.2 Exception 14.

If Resolutions 7, 8, 9 or 10 are not passed, the Company will not issue the relevant Incentive Options to the Directors.

Listing Rule 6.23.3

Listing Rule 6.23.3 provides that a change affecting an option (which includes an Option or Performance Right) cannot be made if it has the effect of reducing the exercise price, increasing the period of exercise or increasing the number of securities received on exercise of an option.

The exercise of a general discretion to waive a performance hurdle or milestone notwithstanding that the hurdle or milestone has not been achieved is generally considered by ASX to be an increase in the period for exercising the option that is prohibited by Listing Rule 6.23.3 on the basis that the option might vest in circumstances where it otherwise would not have vested as a result of the change.

In order for the Board to exercise its discretion to:

(a) waive the vesting conditions which apply to the Incentive Options if Messrs Syme, Briggs, Mochkin and Behets cease to be an employee or by engaged by the Company; or
(b) accelerate vesting of the Incentive Options upon a Change of Control Event occurring (as defined in the terms and conditions of the Incentive Options contained in Schedule 2),

the Company will need request a waiver from Listing Rule 6.23.3 to permit the Board to waive the vesting conditions which apply to the Incentive Options or accelerate vesting of the Incentive Options as a change to the terms of the Incentive Options. Any waiver granted by ASX will likely be conditional on Shareholder approval of the changes to the terms of the Incentive Options.

7.8 Listing Rule 10.19

Listing Rule 10.19 provides that without approval of shareholders, an entity must ensure that no officer of the entity or any of its Child Entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that may become payable to all officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules ( 5% Threshold ). For the purpose of the

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Listing Rules, termination benefits include payments, property and advantages that are receivable on termination of engagement with the Company.

Shareholder approval of the benefits that may be given to Messrs Syme, Briggs, Mochkin and Behets (and/or their respective nominee(s)) by virtue of the conversion of the Incentive Options as a result of the automatic vesting of the Incentive Option upon the occurrence of a Change of Control Event or the waiving of the vesting conditions upon termination or cessation of Messrs Syme, Briggs, Mochkin and Behets' employment with the Company.

Depending upon the value of the termination benefits associated with the Incentive Options (see Section 7.5(e)), based on factors including the circumstances of, or reasons for, Messrs Syme, Briggs, Mochkin and Behets ceasing employment or engagement with the Company and the conversion of the Incentive Options as a result of the automatic vesting of the Incentive Option upon the occurrence of a Change of Control Event or the waiving of the vesting conditions upon termination or cessation of Messrs Syme, Briggs, Mochkin and Behets' employment with the Company and the equity interests of the Company at the time such benefits may crystallise, the value of the termination benefits the subject of Resolutions 7 to 10 may exceed the 5% Threshold. Shareholder approval is being sought for the purposes of Listing Rule 10.19 in order to give the Company flexibility, in case the value of the termination benefits (whether alone or in aggregate with other termination benefits) exceeds the 5% Threshold.

If Resolutions 7, 8, 9 or 10 are passed, the Company will be able to provide termination benefits associated with the Incentive Options to Messrs Syme, Briggs, Mochkin and Behets (as applicable) (and/or their respective nominee(s)) which may exceed the 5% Threshold to Messrs Syme, Briggs, Mochkin and Behets (as applicable) in connection with Messrs Syme, Briggs, Mochkin and Behets (as applicable) ceasing to hold a managerial or executive office in the Company.

If Resolutions 7, 8, 9 or 10 are not passed, the Company will not be able to provide termination benefits associated with the Incentive Options to Messrs Syme, Briggs, Mochkin and Behets (as applicable) (and/or their respective nominee(s)) where those termination benefits along with termination benefits payable to all officers together exceed the 5% Threshold.

7.9 Specific information required by Listing Rule 10.13

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

(a) the 5,500,000 Class A Incentive Options, 5,500,000 Class B Incentive Options and 5,500,000 Class C Incentive Options will be issued to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets;
(b) Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets are Directors of the Company and thus a related party under Listing Rule 10.11.1. Any party they respectively nominate to receive Incentive Options may fall within category 10.11.4 of the Listing Rules as an associate of that Director;
(c) the maximum number of Incentive Options that will be issued to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:

Director	Class A Incentive Options	Class B Incentive Options	Class C Incentive Options	Total
Mr Matthew Syme (Resolution 7)	3,000,000	3,000,000	3,000,000	9,000,000
Mr Matthew Briggs (Resolution 8)	1,500,000	1,500,000	1,500,000	4,500,000
Mr Levi Mochkin (Resolution 9)	500,000	500,000	500,000	1,500,000
Mr Robert Behets (Resolution 10)	500,000	500,000	500,000	1,500,000
Total	5,500,000	5,500,000	5,500,000	16,500,000

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(d) the Class A Incentive Options, Class B Incentive Options and Class C Incentive Options will be granted to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or their nominees) on the terms and conditions in Schedule 2;
(e) the 5,500,000 Class A Incentive Options, 5,500,000 Class B Incentive Options and 5,500,000 Class C Incentive Options will be issued no later than 1 month after the date of the Meeting;
(f) each Incentive Option will be granted for nil consideration and no funds are being raised from the issue;
(g) the purpose of the issue of the relevant Incentive Options to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is to incentivise them to excel in their performance of their role for the Company;
(h) the Incentive Options will be issued in three tranches:
(i) 5,500,000 Class A Incentive Options (exercisable at $0.05 each, vesting after 6 months continuous service from date of issue, and expiring 30 June 2029);
(ii) 5,500,000 Class B Incentive Options (exercisable at $0.07 each, vesting after 12 months continuous service from date of issue, and expiring 30 June 2029); and
(iii) 5,500,000 Class C Incentive Options (exercisable at $0.09 each, vesting after 18 months continuous service from date of issue, and expiring 30 June 2029);
(i) the current remuneration package of Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:
(i) Mr Syme is engaged as an Executive Director of the Company under a consulting agreement that either party may terminate at any time by providing three months’ written notice. Mr Syme receives a daily rate of $1,200 under the consulting agreement;
(ii) Mr Briggs is a Non-Executive Director and Technical Consultant of the Company. Mr Briggs currently receives annual Non-Executive Director fees of $25,000 plus statutory superannuation. Effective from 1 May 2026, Mr Briggs will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation. Mr Briggs also receives Technical Consultant fees of $1,350 per day on an as-needed basis under a consulting agreement which the Company can terminate at any time by providing at least one month’s notice in writing;
(iii) Mr Mochkin is currently an Executive Director of the Company and currently receives consulting fees of $216,000 per annum. Effective from 1 May 2026, Mr Mochkin will transition from Executive Director to Non-Executive Director of the Company. Effective from 1 May 2026, Mr Mochkin will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation; and
(iv) Mr Behets is a Non-Executive Director of the Company. Mr Behets currently receives annual Non-Executive Director fees of $25,000 plus statutory superannuation. Effective from 1 May 2026, Mr Behets will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation;
(j) there is no agreement associated with the grant of the Incentive Options; and
(k) a voting exclusion statement is included in the Notice for Resolutions 7 to 10.

7.10 Directors' Recommendation

The Board declines to make a recommendation to Shareholders in relation to Resolution 7 to 10 due to the personal interests in the outcome of the Resolutions.

8 Resolutions 11 to 14 (inclusive) – Approval for Issue of Performance Rights to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets

8.1 General

Resolution 11 to 14 (inclusive) seek Shareholder approval, pursuant to Listing Rules 10.11 and 10.19, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and

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Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, for the grant in aggregate of up to 5,500,000 Performance Rights to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or their respective nominee(s)) as part of the long-term incentive component of their remuneration as Directors of the Company.

The Company is proposing to issue the following Performance Rights (that vest upon achieving the Decision to Mine Milestone, and expiring 30 June 2029):

Director	Performance Rights
Mr Matthew Syme	3,000,000
Mr Matthew Briggs	1,500,000
Mr Levi Mochkin	500,000
Mr Robert Behets	500,000
Total	5,500,000

In the Company’s present circumstances, the Board considers that the grant of these Performance Rights to the Directors is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the Directors and is consistent with the strategic goals and targets of the Company.

There are no specific performance criteria on the Performance Rights as, given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of the Directors and the performance and value of the Company are closely related.

As such, the Performance Rights granted will generally only be of benefit if the Directors performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options.

Resolution 11 to 14 are ordinary resolutions.

The Chairperson intends to exercise all available undirected proxies in favour of Resolutions 11 to 14.

8.2 Chapter 2E of the Corporations Act

(a) obtain the approval of its shareholders in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months of such approval,

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

Messrs Syme, Briggs, Mochkin and Behets are Directors and therefore are related parties of the Company for the purposes of section 208 of the Corporations Act.

As the Performance Rights are proposed to be issued to four out of five of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Performance Rights. Accordingly, Shareholder approval for the issue of the Performance Rights to Messrs Syme, Briggs, Mochkin and Behets is sought in accordance with Chapter 2E of the Corporations Act.

8.3 Section 200B of the Corporations Act

(a) it is approved by shareholders under section 200E of the Corporations Act; or
(b) an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year’s average base salary).

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The benefits for which approval is sought under Resolutions 11 to 14 include benefits that result from the Board exercising the discretions conferred under the terms and conditions of the Performance Rights. In particular, the Board will have the discretion to:

(a) waive the vesting conditions which apply to the Performance Rights if Messrs Syme, Briggs, Mochkin and Behets cease to be an employee or be engaged by the Company;
(b) accelerate vesting of the Performance Rights upon a Change of Control Event occurring (as defined in the terms and conditions of the Performance Rights contained in Schedule 3); or
(c) change the terms and conditions of the Performance Rights, subject to any further Shareholder approval which may be required.

One of the benefits for which approval is sought under Resolutions 11 to 14 is the potential issue or transfer of Shares to Messrs Syme, Briggs, Mochkin and Behets upon conversion of the Performance Rights as a result of the Board exercising a discretion to vest, accelerate the vesting or retain the Performance Rights as a termination benefit.

Pursuant to Resolutions 11 to 14, the Company is therefore seeking Shareholder approval under section 200B of the Corporations Act in connection with the potential benefits to be given to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets upon exercise of the Board's discretion.

8.4 Specific information required by section 200E of the Corporations Act

The following additional information in relation to Resolutions 11 to 14 is provided to Shareholders for the purposes of section 200E of the Corporations Act:

(a) the amount or value of the benefit relating to the Performance Rights pursuant to Resolution 11 to 14 to be held by Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or their respective nominee(s)) which may arise in connection with their retirement from a managerial or executive office cannot presently be ascertained (please refer to Section 8.5(e) for an estimate of the current value of the Performance Rights (if they were on issue)). However, matters, events and circumstances that will, or are likely to affect the calculation of that amount or value include:
(i) the number of Performance Rights held prior to ceasing employment;
(ii) the outstanding conditions (if any) of vesting of the Performance Rights;
(iii) the circumstances of, or reasons for, ceasing employment or engagement with the Company;
(iv) the length of service with the Company and performance over that period of time;
(v) the market price of the Shares on ASX at the relevant time when the amount or value of the Performance Rights is determined;
(vi) any changes in law; and
(vii) the risk-free rate of return in Australia and the estimated volatility of the Shares on ASX at the relevant time; and
(b) the Company intends to calculate the value of the benefit relating to the Performance Rights at the relevant time based on the above factors.

8.5 Specific information required by section 219 of the Corporations Act

The following information in relation to Resolutions 11 to 14 is provided to Shareholders for the purposes of section 219 of the Corporations Act:

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(a) The financial benefits relating to the issue of the Performance Rights are being provided to:
(i) Mr Matthew Syme (and/or his nominee(s)), Executive Director, under Resolution 11;
(ii) Mr Matthew Briggs (and/or his nominee(s)), Non-Executive Director and Technical Consultant, under Resolution 12;
(iii) Mr Levi Mochkin (and/or his nominee(s)), currently Executive Director but will transition to Non-Executive Director effective from 1 May 2026, under Resolution 13; and
(iv) Mr Robert Behets (and/or his nominee(s)), Non-Executive Director, under Resolution 14;
(b) The maximum number of Performance Rights that will be issued to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:

Director	Performance Rights
Mr Matthew Syme	3,000,000
Mr Matthew Briggs	1,500,000
Mr Levi Mochkin	500,000
Mr Robert Behets	500,000
Total	5,500,000

(c) The Performance Rights are being issued to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets as part of their Director compensation arrangements. The Company considers the issuance of Performance Rights to be a cost-effective way to provide compensation benefits to Directors, and to align the Directors interests with the interest of Shareholders, which 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 to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets. The Performance Rights will be granted to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or their nominee(s)) on the terms and conditions in Schedule 3;
(d) The number of Performance Rights are considered appropriate based on the objectives of limiting the dilution of existing Shareholders upon the vesting and conversion of Performance Rights whilst also appropriately remunerating the Directors and aligning their interests with Shareholders;
(e) The Performance Rights have an estimated value of $0.032 each based on an underlying Share price of $0.032, being the closing price of a Share on 13 February 2026). As a result, the total estimated value of the Performance Rights to be issued to Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:

Director	Performance Rights
Mr Matthew Syme	$96,000
Mr Matthew Briggs	$48,000
Mr Levi Mochkin	$16,000
Mr Robert Behets	$16,000
Total	$176,000

(f) the current remuneration package of Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:
(i) Mr Syme is engaged as an Executive Director of the Company under a consulting agreement that either party may terminate at any time by providing three months’ written notice. Mr Syme receives a daily rate of $1,200 under the consulting agreement;
(ii) Mr Briggs is a Non-Executive Director and Technical Consultant of the Company. Mr Briggs currently receives annual Non-Executive Director fees of $25,000 plus

Page 6

statutory superannuation. Effective from 1 May 2026, Mr Briggs will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation. Mr Briggs also receives Technical Consultant fees of $1,350 per day on an as-needed basis under a consulting agreement which the Company can terminate at any time by providing at least one month’s notice in writing;

(iii) Mr Mochkin is currently an Executive Director of the Company and currently receives consulting fees of $216,000 per annum. Effective from 1 May 2026, Mr Mochkin will transition from Executive Director to Non-Executive Director of the Company. Effective from 1 May 2026, Mr Mochkin will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation; and
(iv) Mr Behets is a Non-Executive Director of the Company. Mr Behets currently receives annual Non-Executive Director fees of $25,000 plus statutory superannuation. Effective from 1 May 2026, Mr Behets will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation;
(g) As at the date of the Notice, Messrs Matthew Briggs, Levi Mochkin and Robert Behets' interests in the securities of the Company are as follows:

Director	Shares	Listed Options	Unlisted Options	Performance Rights
Mr Matthew Syme	19,945,781	1,250,000	Nil	Nil
Mr Matthew Briggs	1,200,000	100,000	Nil	Nil
Mr Levi Mochkin	39,527,528	3,000,000	Nil	Nil
Mr Robert Behets	7,481,250	600,000	Nil	Nil

(h) There may be a perceived cost to the Company arising from the issue of the Performance Rights (and the Shares upon their vesting). However, the benefits of incentivising Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets to align each of their respective interests with Shareholders should also be considered;
(i) If all the Incentive Options subject to Resolutions 7 to 10 and all the Performance Rights subject to Resolutions 11 to 14 are converted into Shares a total of 22,000,000 Shares would be issued. This will increase the number of Shares on issue from 1,400,466,694 (being the total number of Shares on issue as at the date of the Notice) to 1,422,466,694 (assuming no further issues of Shares and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.5%;
(j) The historical quoted price information for Shares on ASX for the last twelve months from the date of the Notice is as follows:

Shares	Price	Date
Highest	$0.046	29 September 2025
Lowest	$0.016	7 April 2025
Last	$0.032	13 February 2026

(k) Mr Matthew Syme has an interest in Resolution 11 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;
(l) Mr Matthew Briggs has an interest in Resolution 12 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;
(m) Mr Levi Mochkin has an interest in Resolution 13 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;

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(n) Mr Robert Behets has an interest in Resolution 14 and therefore believes it inappropriate to make a recommendation. The Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act and therefore decline to make a recommendation;
(o) A voting exclusion statement and a voting prohibition statement is included in the Notice for Resolutions 11 to 14; and
(p) Other than the information above and otherwise detailed in the Notice, the Company believes there is no there is no other information that would be reasonably required by Shareholders to pass Resolutions 11 to 14.

8.6 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

If Resolutions 11, 12, 13 or 14 are passed, the Company will be allowed to issue the relevant Performance Rights to the relevant Director (and/or his nominee(s)) without using up the Company's 15% placement capacity under Listing Rule 7.1.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with Listing Rule 7.2 Exception 14.

If Resolutions 11 to 14 are not passed, the Company will not issue the relevant Performance Rights to the Directors.

8.7 Listing Rule 6.23.3

Refer to Section 7.7 for a summary of Listing Rule 6.23.3.

In order for the Board to exercise its discretion to:

(a) waive the vesting conditions which apply to the Performance Rights if Messrs Syme, Briggs, Mochkin and Behets cease to be an employee or by engaged by the Company; or
(b) accelerate vesting of the Performance Rights upon a Change of Control Event occurring (as defined in the terms and conditions of the Performance Rights contained in Schedule 3),

the Company will need request a waiver from Listing Rule 6.23.3 to permit the Board to waive the vesting conditions which apply to the Performance Rights or accelerate vesting of the Performance Rights as a change to the terms of the Performance Rights. Any waiver granted by ASX will likely be conditional on Shareholder approval of the changes to the terms of the Performance Rights.

8.8 Listing Rule 10.19

Refer to Section 7.8 for a summary of Listing Rule 10.19.

Shareholder approval of the benefits that may be given to Messrs Syme, Briggs, Mochkin and Behets (and/or their respective nominee(s)) by virtue of the conversion of the Performance Rights as a result of the automatic vesting of the Performance Rights upon the occurrence of a Change of Control Event or the waiving of the vesting conditions upon termination or cessation of Messrs Syme, Briggs, Mochkin and Behets' employment with the Company.

Depending upon the value of the termination benefits associated with the Performance Rights (see Section 8.5(e)), based on factors including the circumstances of, or reasons for, Messrs Syme, Briggs, Mochkin and Behets ceasing employment or engagement with the Company and the conversion of the Performance Rights as a result of the automatic vesting of the Performance Rights upon the occurrence of a Change of Control Event or the waiving of the vesting conditions upon termination or cessation of Messrs Syme, Briggs, Mochkin and Behets' employment with the Company and the equity interests of the Company at the time such benefits may crystallise, the value of the termination benefits the subject of Resolutions 11 to 14 may exceed the 5% Threshold. Shareholder approval is being sought for the purposes of Listing Rule 10.19 in order to give the Company flexibility, in case the value of the termination benefits (whether alone or in aggregate with other termination benefits) exceeds the 5% Threshold.

If Resolutions 11, 12, 13 or 14 are passed, the Company will be able to provide termination benefits associated with the Performance Rights to Messrs Syme, Briggs, Mochkin and

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Behets (as applicable) (and/or their respective nominee(s)) which may exceed the 5% Threshold to Messrs Syme, Briggs, Mochkin and Behets (as applicable) in connection with Messrs Syme, Briggs, Mochkin and Behets (as applicable) ceasing to hold a managerial or executive office in the Company.

If Resolutions 11, 12, 13 or 14 are not passed, the Company will not be able to provide termination benefits associated with the Performance Rights to Messrs Syme, Briggs, Mochkin and Behets (as applicable) (and/or their respective nominee(s)) where those termination benefits along with termination benefits payable to all officers together exceed the 5% Threshold.

8.9 Specific information required by Listing Rule 10.13

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

(a) the 5,500,000 Performance Rights will be issued to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets;
(b) Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets are Directors of the Company and thus a related party under Listing Rule 10.11.1. Any party they respectively nominate to receive Performance Rights may fall within category 10.11.4 of the Listing Rules as an associate of that Director;
(c) the maximum number of Performance Rights that will be issued Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets pursuant to Resolution 11 to 14 is as follows:

Director	Performance Rights
Mr Matthew Syme	3,000,000
Mr Matthew Briggs	1,500,000
Mr Levi Mochkin	500,000
Mr Robert Behets	500,000
Total	5,500,000

(d) the Performance Rights, will be granted to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets (and/or his nominees) on the terms and conditions in Schedule 3;
(e) the 5,500,000 Performance Rights, will be issued no later than 1 month after the date of the Meeting;
(f) each Performance Rights will be granted for nil consideration and no funds are being raised from the issue;
(g) the purpose of the issue of the relevant Performance Rights to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is to incentivise them to excel in their performance of their role for the Company;
(h) the current remuneration package of Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets is as follows:
(i) Mr Syme is engaged as an Executive Director of the Company under a consulting agreement that either party may terminate at any time by providing three months’ written notice. Mr Syme receives a daily rate of $1,200 under the consulting agreement;
(ii) Mr Briggs is a Non-Executive Director and Technical Consultant of the Company. Mr Briggs currently receives annual Non-Executive Director fees of $25,000 plus statutory superannuation. Effective from 1 May 2026, Mr Briggs will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation. Mr Briggs also receives Technical Consultant fees of $1,350 per day on an as-needed basis under a consulting agreement which the Company can terminate at any time by providing at least one month’s notice in writing;
(iii) Mr Mochkin is currently an Executive Director of the Company and currently receives consulting fees of $216,000 per annum. Effective from 1 May 2026, Mr Mochkin will transition from Executive Director to Non-Executive Director of the Company.

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Effective from 1 May 2026, Mr Mochkin will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation; and

(iv) Mr Behets is a Non-Executive Director of the Company. Mr Behets currently receives annual Non-Executive Director fees of $25,000 plus statutory superannuation. Effective from 1 May 2026, Mr Behets will receive annual Non-Executive Director fees of $30,000 plus statutory superannuation;
(i) there is no agreement associated with the grant of the Performance Rights; and
(j) a voting exclusion statement is included in the Notice.

8.10 Directors' Recommendation

The Board declines to make a recommendation to Shareholders in relation to Resolution 11 to 14 due to the personal interests in the outcome of the Resolutions.

9 Resolution 15 – Section 195 Approval

9.1 General

In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a 'material personal interest' are being considered.

Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets have a material personal interest in the outcome of Resolutions 7 to 14.

In the absence of Resolution 15, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms Resolutions 7 to 14.

The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Resolution 15 s an ordinary resolution.

The Chairperson intends to exercise all available undirected proxies in favour of Resolution 15.

9.2 Board Recommendation

The Board considers that, given the subject matter of Resolution 15, it would be inappropriate for the Board to make a recommendation to Shareholders on Resolution 15.

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Schedule 1

Definitions

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

5% Threshold has the meaning given in Section 7.8.

$ means Australian Dollars.

15% Placement Capacity has the meaning given in Section 4.2.

10% Additional Placement Capacity has the meaning given in Section 5.2.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

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

Board means the board of Directors.

Chair or Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Class A Incentive Option means an option to acquire a Share, on the terms and conditions contained in Schedule 2.

Class B Incentive Option means an option to acquire a Share, on the terms and conditions contained in Schedule 2.

Class C Incentive Option means an option to acquire a Share, on the terms and conditions contained in Schedule 2.

Company means Odyssey Gold Limited (ACN 116 151 636).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Decision to Mine means a decision to commence mining operations.

Decision to Mine Milestone means announcement of a Decision to Mine for the Tuckanarra Gold Project..

Director means a director of the Company.

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

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

Incentive Option means a Class A Incentive Option, a Class B Incentive Option and a Class C Incentive Option.

Joint Lead Managers has the meaning given in Section 3.1.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

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

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

Performance Right means a right to acquire a Share, on the terms and conditions contained in Schedule 3.

Placement has the meaning given in Section 3.1.

Placement Shares has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

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Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Explanatory Memorandum. Section means a section of this Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of one or more Shares.

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Schedule 2

Terms and Conditions of Incentive Options

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of each Option.

2. Exercise Price, Vesting Date and Expiry Date

The Exercise Price and Vesting Date of each Option is referred to in the below table and the terms Exercise Price, Vesting Date and Expiry Date shall be interpreted accordingly.

Class	Exercise Price	Vesting Date	Expiry Date
Class A Incentive Option	$0.05	6 months from date of issue	30 June 2029
Class B Incentive Option	$0.07	12 months from date of issue	30 June 2029
Class C Incentive Option	$0.09	18 months from date of issue	30 June 2029

The Options will expire on the date ( Expiry Date ) which is the earlier of:

(a) the Expiry Date referred to in the above table; or
(b) in respect of the Options that have not already vested by the Vesting Date referred to in the above table, the date the Employee, Consultant or Director ceases to be engaged as a consultant or ceases to be an Employee, Consultant and/or Director of the Company because of:
i. retirement (excluding retirement by rotation as a Director at a meeting of Shareholders where re-elected);
ii. removal or termination (other than in the circumstances in item (c) below);
iii. voluntary cessation;
iv. by mutual agreement (unless the Board resolves otherwise); or
(c) in respect of the Options whether vested or unvested as outlined above, the date the Employee, Consultant or Director ceases to be engaged as an employee, consultant and/or a Director of the Company because of dismissal by the Company:
i. if the holder is an employee, the date the holder is dismissed from employment with the Company for negligence, incompetence or misconduct;
ii. if the holder is a consultant, the date the holder's appointment is terminated for negligence, incompetence or misconduct;
iii. if the holder is a Director the date the holder is
- (A) disqualified from holding the office of director; or
(B) convicted of any criminal offence (other than an offence under any road traffic legislation Australia or elsewhere for which a fine or non-custodial penalty is imposed) which in the reasonable opinion of the Board brings the holder or the Company into disrepute,
and thereafter no party shall have any claim against any other party arising under or in respect of the Options.

For the purposes of this item 2, “ Consultant ” means the consultant or Director who was issued or who nominated a party that was issued the Options by the Company in accordance with a consultancy agreement with the Company or as a result of being a Director with the Company.

The Board retains a discretion to waive the vesting conditions or extend the Expiry Date in connection with an Employee, Consultant or Director ceasing to be engaged by the Company. As soon as practicable after making that determination the Board must advise the holder that the Options have vested and that the Options may be exercised by Notice of Exercise and payment of the Exercise Price.

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3. Exercise Period

The Options are exercisable at any time after the Vesting Date in clause 2 above (unless varied by the Board) and on or prior to the Expiry Date.

4. Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5. Cashless Exercise of Options

a) Subject to item 5(b), the holder may elect to pay the Exercise Price for each Option by setting off the total Exercise Price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.
b) If the holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as is equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise calculated in accordance with the following formula:

S = O x (MSP - EP) MSP

Where:

S = Number of Shares to be issued on exercise of the Options

O = Number the Options being exercised

MSP = Market value of the Shares calculated using the volume weighted average of the Shares on ASX for the 5 trading days immediately prior to (and excluding) the date of the Notice of Exercise

EP = Exercise Price

c) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with item 5(b)) is zero or negative, then the holder will not be entitled to use the Cashless Exercise Facility.

6. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company.

7. Quotation of Shares on exercise

Subject to admittance to the Official List of the ASX and the ASX Listing Rules, application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

8. Timing of issue of Shares and quotation of Shares on exercise

Within 15 Business Days after the later of the following:

(a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and
(b) the earlier to occur of:
i. when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as set out in clause 8a) above; or
ii. the Holder elects that the Shares to be issued pursuant to the exercise of the Options will be subject to a holding lock for a period of 12 months in accordance with clause 9 below,

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the Company will:

(c) allot and issue the Shares pursuant to the exercise of the Options;
(d) in the circumstances where clause 8(b)(i) applies, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares issued upon exercise of the Options for resale under section 708A(11) of the Corporations Act;
(e) in the circumstances where clause 8(b)(ii) applies, apply a holding lock in accordance with clause 9 in respect of the Shares issued upon exercise of the Options; and
(f) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

9. Holding lock

(a) The Holder may make an election as set out in clause 8(b)(ii) at any time following delivery of a Notice of Exercise and payment of the Exercise Price for each Option being exercised.

(b) If the Holder makes an election pursuant to clause 8(b)(ii), then:
i. the Company will apply a holding lock on the Shares to be issued;
ii. the Company shall release the holding lock on the Shares on the earlier to occur of:
(A) the date that is 12 months from the date of issue of the Shares; or
(B) the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11); or
(C) the date a transfer of the Shares occurs pursuant to clause 9(b)(iii); and
iii. the Shares shall be transferable by the Holder and the holding lock will be lifted provided that:
(A) the offer of the Shares for sale does not require disclosure under section 707(3) of the Corporations Act;
(B) the transferee warrants for the benefit of the Holder and the Company that they are an exempt investor pursuant to one of the exemptions in section 708 of the Corporations Act; and
(C) the transferee of the Shares agrees to the holding lock applying to the Shares following their transfer for the balance of the period in clause 9(b)(ii).

10. 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. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

11. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

i. the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the holder of Options had exercised the Option before the record date for the bonus issue; and
ii. no change will be made to the Exercise Price.

12. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option.

13. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the holders of Options may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

14. Adjustment for compliance with ASX Listing Rules

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The terms of the Options may be amended from time to time by the issue of a notice from the Company to the Holder setting out the details of such amended terms. Any such amendment may only be made by the Company solely to the extent that it is necessary for the Company to comply with the ASX Listing Rules.

15. Change of Control

For the purposes of these terms and conditions, a " Change of Control Event " occurs if:

(a) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(b) a Takeover Bid (as defined in the Corporations Act):
- a. is announced;
- b. has become unconditional; and
- c. the person making the Takeover Bid has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares;
(c) any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares by any other means; or
(d) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur:

(a) a Holder may exercise any or all of their Options, regardless of whether the Vesting Conditions have been satisfied, provided that no Option will be capable of exercise later than the Expiry Date; and
(b) if the Board has procured an offer for all holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Options may elect to accept the offer and, if the holder has not so elected at the end of that offer period, the Options, if not exercised within 10 days of the end of that offer period, shall expire.

16. Quotation of Options

No application for quotation of the Options will be made by the Company.

17. Options transferable

The Options are transferable provided that the transfer of the Options complies with section 707(3) of the Corporations Act.

18. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry.

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Schedule 3

Terms and Conditions of Performance Rights

Entitlement

1.1 Each Performance Right confers an entitlement to be provided with one Share, credited as fully paid, at no cost, upon the full satisfaction of the Performance Criteria specified by the Board in relation to the Performance Rights.

Performance Criteria, Variation to Performance Criteria and Expiry Date

1.2 The Performance Criteria and Expiry Dates of each Performance Right is referred to in the table below.

Recipient	Performance Criteria	Expiry Date	Number of Performance Rights
Mr Matthew Syme (and/or his nominees)	The Company achieving the Decision to Mine Milestone.	30 June 2029	3,000,000
Mr Matthew Briggs (and/or his nominees)	The Company achieving the Decision to Mine Milestone.	30 June 2029	1,500,000
Mr Levi Mochkin (and/or his nominees)	The Company achieving the Decision to Mine Milestone.	30 June 2029	500,000
Mr Robert Behets (and/or his nominees)	The Company achieving the Decision to Mine Milestone.	30 June 2029	500,000

1.3 Performance Rights will only vest and entitle the holder ( Holder ) to be issued Shares if the applicable Performance Criteria have been satisfied prior to the end of the Expiry Date ( Performance Period ) or if the Performance Criteria has been waived by the Board.
1.4 If:
1.4.1 the Holder is either removed as a director of the Company, or is not re-elected as a director of the Company after having notified the Board of her willingness to be re-elected, in either case for any reason other than the Holder having become disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company; or
1.4.2 the Holder resigns as a director of the Company as a result of the Company’s breach of any of the terms of Holder’s letter of appointment as a director, or failure to obtain the necessary approvals for any annual grant of Performance Rights; or
1.4.3 the Holder dies or resigns as a director of the Company as a result of Holder’s total and permanent disablement,

(each a Qualifying Termination ), then subject to the Company obtaining the approval of shareholders of the Company pursuant to the Corporations Act, then all Performance Rights that would have vested within one year after the Qualifying Termination shall vest on the date of the Qualifying Termination, and the Qualifying Termination shall be considered a Performance Criteria with respect to such Performance Rights.

1.5 The Performance Rights, together with any Shares issued upon conversion of the Performance Rights, will be subject to voluntary escrow for (5) years until April 10, 2030.

Satisfaction of Performance Criteria

1.6 The Board will determine in its sole discretion whether (and, where applicable, to what extent) the Holder has satisfied the Performance Criteria applicable to the Performance Rights at the end of the Performance Period and also retains a discretion to waive Performance Criteria. As soon as practicable

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after making that determination the Board must allot and issue, or transfer, the number of Shares for which the Holder is entitled to acquire upon satisfaction of the Performance Criteria for the relevant number of Performance Rights held in accordance with clause 1.8.

Lapse of Performance Rights

1.7 Where Performance Rights have not satisfied the Performance Criteria within the Performance Period or Expiry Date (whichever occurs earlier) those Performance Rights will automatically lapse.

Timing of the Issue of Shares and Quotation

1.8 The Company must within twenty (20) business days after the later of the following:
1.8.1 the satisfaction of the Performance Criteria applicable to the Performance Rights; and
1.8.2 when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date the relevant Performance Criteria are satisfied pursuant to clause 1.6,

the Company will:

1.8.3 allot and issue the Shares pursuant to the vesting of the Performance Rights;
1.8.4 as soon as reasonably practicable and 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
1.8.5 apply for official quotation on ASX of Shares issued pursuant to the vesting of the Performance Rights.

Shares Issued

1.9 Shares issued on the satisfaction of the Performance Criteria attaching to the Performance Rights rank equally with all existing Shares.

Quotation of the Shares Issued on Exercise

1.10 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 vesting of the Performance Rights.

Reorganisation

1.11 If there is any reorganisation of the issued share capital of the Company, the terms of Performance Rights and the rights of the Holder who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.

Holder Rights

1.12 A Holder who holds Performance Rights is not entitled to:
1.12.1 notice of, or to vote or attend at, a meeting of the Shareholders;
1.12.2 receive any dividends declared by the Company;
1.12.3 participate in any new issues of securities offered to Shareholders during the term of the Performance Rights; or
1.12.4 cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on winding up,

unless and until the Performance Rights are satisfied and the Holder holds Shares.

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Pro Rata Issue of Securities

1.13 If during the term of any Performance Right, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any Performance Rights, only in respect of Shares issued in respect of vested Performance Rights.
1.14 A Holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any Performance Criteria which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.

Adjustment for Bonus Issue

1.15 If, during the term of any Performance Right, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the Holder is then entitled, shall be increased by that number of securities which the Holder would have been issued if the Performance Rights then held by the Holder were vested immediately prior to the record date for the bonus issue.

Change of Control

1.16 For the purposes of these terms and conditions, a " Change of Control Event " occurs if:
1.16.1 the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
1.16.2 a Takeover Bid:
- 1.16.2.1 is announced;
- 1.16.2.2 has become unconditional; and
- 1.16.2.3 the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
1.16.3 any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or
1.16.4 the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
1.17 Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Performance Criteria have been satisfied.

Quotation

1.18 The Company will not seek official quotation of any Performance Rights.

Performance Rights Not Property

1.19 A Holder's Performance Rights are personal contractual rights granted to the Holder only and do not constitute any form of property.

No Transfer of Performance Rights

1.20 Unless otherwise determined by the Board, Performance Rights cannot be transferred to or vest in any person other than the Holder.

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ODYSSEY GOLD LIMITED ACN 116 151 636

P R O X Y F O R M

The Company Secretary Odyssey Gold Limited

By delivery: By post: By e-mail: By facsimile: Level 9, 28 The Esplanade PO Box Z5083 [email protected] +61 8 9322 6558 PERTH WA 6000 PERTH WA 6831

Name of Shareholder:

Address of Shareholder:

Number of Shares entitled to vote:

Please mark  to indicate your directions. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting. Further instructions are provided overleaf.

Step 1 – APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/we being Shareholder/s of the Company hereby appoint:

The Chair (mark box)  OR the name of the person or body corporate (excluding the registered if you are NOT appointing the Chair as your proxy, please write shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair, as my/our proxy to act generally on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Odyssey Gold Limited to be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 25 March 2026 commencing at 2:00pm (WST) and at any adjournment or postponement of such meeting. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is [ ]% of the Shareholder's votes / [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Important – If the Chair is your proxy or is appointed your proxy by default

The Chair intends to vote all undirected proxies in favour of all Resolutions. If the Chair is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to Resolutions 7 to 14, you will be expressly authorising the Chair to vote in accordance with the Chair's voting intentions on Resolutions 7 to 14 even if Resolutions 7 to 14 are connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Step 2 – INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

Resolutions For Against Abstain*	Resolutions For Against Abstain*	Resolutions For Against Abstain*	Resolutions For Against Abstain*	Resolutions For Against Abstain*	Resolutions For Against Abstain*	Resolutions For Against Abstain*
1.Ratify the Issue of Placement Shares under Listing Rule 7.1

2.Ratify the Issue of Placement Shares under Listing Rule 7.1A

3.Approval of Issue of Placement Shares to Mr Ian Middlemas

4.Approval of Issue of Placement Shares to Mr Matthew Syme

5.Approval of Issue of Placement Shares to Mr Levi Mochkin

6.Approval of Issue of Placement Shares to Mr Matthew Briggs

7.Approval to Issue Incentive Options to a Director – Mr Matthew Syme

8.Approval to Issue Incentive Options to a Director – Mr Matthew Briggs

9.Approval to Issue Incentive Options to a Director – Mr Levi Mochkin

10.Approval to Issue Incentive Options to a Director – Mr Robert Behets

11.Approval to Issue Performance Rights to a Director – Mr Matthew Syme

12.Approval to Issue Performance Rights to a Director – Mr Matthew Briggs

13.Approval to Issue Performance Rights to a Director – Mr Levi Mochkin

14.Approval to Issue Performance Rights to a Director – Mr Robert Behets

15.Section 195 Approval

If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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. In exceptional circumstances, the Chair may change his/her voting intention on any resolution, in which case an ASX announcement will be made immediately disclosing the reasons for the change

Step 3 – AUTHORISED SIGNATURE/S

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Sole Director and Sole Company Secretary Director ____ ____ _ Contact Name Contact Daytime Telephone Date	Shareholder 3

	Director/Company Secretary ____

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or an electronic copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received electronically by e-mail or by facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth WA 6000), or by post to PO Box Z5083, Perth WA 6831, or by e-mail to [email protected] or by facsimile to (08) 9322 6558 if faxed from within Australia or +61 8 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).

AI assistant

ODYSSEY GOLD LTD — Proxy Solicitation & Information Statement 2026

65484_rns_2026-02-19_e56d9588-00a0-4624-9ac9-8353148f8133.pdf

20 February 2026

Dear Shareholder

Odyssey Gold Limited – Notice of General Meeting

How do I update my communications preference?

ACN 116 151 636

NOTICE OF GENERAL MEETING

ODYSSEY GOLD LIMITED ACN 116 151 636

NOTICE OF GENERAL MEETING

AGENDA

1 Resolution 1 – Ratify the Prior Issue of Placement Shares under Listing Rule 7.1

Voting Exclusion

2 Resolution 2 – Ratify the Prior Issue of Placement Shares Under Listing Rule 7.1A

Voting Exclusion

3 Resolution 3 – Approval of Issue of Placement Shares to Mr Ian Middlemas

Voting Exclusion

4 Resolution 4 – Approval of Issue of Placement Shares to Mr Matthew Syme

Voting Exclusion

5 Resolution 5 – Approval of Issue of Placement Shares to Mr Levi Mochkin

Voting Exclusion

6 Resolution 6 – Approval of Issue of Placement Shares to Mr Matthew Briggs

Voting Exclusion

7 Resolution 7 – Approval to Issue Incentive Options to a Director – Mr Matthew Syme

Voting Exclusion

Voting Prohibition

8 Resolution 8 – Approval to Issue Incentive Options to a Director – Mr Matthew Briggs

Voting Exclusion

Voting Prohibition

9 Resolution 9 – Approval to Issue Incentive Options to a Director – Mr Levi Mochkin

Voting Exclusion

Voting Prohibition

10 Resolution 10 – Approval to Issue Incentive Options to a Director – Mr Robert Behets

Voting Exclusion

Voting Prohibition

11 Resolution 11 – Approval to Issue Performance Rights to a Director – Mr Matthew Syme

Voting Exclusion

Voting Prohibition

12 Resolution 12 – Approval to Issue Performance Rights to a Director – Mr Matthew Briggs

Voting Exclusion

Voting Prohibition

13 Resolution 13 – Approval to Issue Performance Rights to a Director – Mr Levi Mochkin

Voting Exclusion

Voting Prohibition

14 Resolution 14 – Approval to Issue Performance Rights to a Director – Mr Robert Behets

Voting Exclusion

Voting Prohibition

15 Resolution 15 – Section 195 Approval

ODYSSEY GOLD LIMITED

ACN 116 151 636

EXPLANATORY MEMORANDUM

1 Introduction

2 Action to be taken by Shareholders

2.1 Proxies

2.2 Attendance at Meeting

3 Background

3.1 Background to Placement

4 Resolution 1 – Ratify the Issue of Placement Shares under Listing Rule 7.1

4.1 Background

4.2 Listing Rule 7.4

4.3 Specific information required by Listing Rule 7.5

4.4 Board Recommendation

5 Resolution 2 – Ratify the Issue of Placement Shares under Listing Rule 7.1A

5.1 Background

5.2 Listing Rule 7.1A

5.3 Specific information required by Listing Rule 7.5

6 Resolutions 3 to 6 (inclusive) – Approval for Issue of Placement Shares to Messrs Ian Middlemas, Matthew Syme, Levi Mochkin, and Matthew Briggs

6.2 Listing Rule 10.11

6.4 Board recommendation

7 Resolutions 7 to 10 (inclusive) – Approval for Issue of Incentive Options to Messrs Matthew Syme, Matthew Briggs, Levi Mochkin and Robert Behets

7.2 Chapter 2E of the Corporations Act

7.3 Section 200B of the Corporations Act

7.4 Specific information required by section 200E of the Corporations Act

7.5 Specific information required by section 219 of the Corporations Act

7.6

Listing Rule 10.11

Listing Rule 6.23.3

7.8

Listing Rule 10.19

ODYSSEY GOLD LTD Proxy Solicitation & Information Statement 2026