PATAGONIA LITHIUM LTD — Proxy Solicitation & Information Statement 2025

Nov 20, 2025

21 November 2025

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NOTICE OF 2025 GENERAL MEETING AND PROXY FORM

Patagonia Lithium Ltd (ASX:PL3, Patagonia or Company) refers to the notice of meeting and accompanying explanatory memorandum released to ASX on 21 November 2025 (together, the Notice of Meeting ) in respect of a general meeting of the Company's shareholders ( Shareholders ) to be held on 22 December 2025 at 9:00am (AEDT).

In reliance on section 253RA of the Corporations Act 2001 (Cth), the Company will not be posting hard copies of the Notice of Meeting to Shareholders unless the Shareholder has given the Company notice in writing electing to receive documents in hard copy only. The Notice of Meeting can be viewed or downloaded from the Company's website or on the ASX announcements page at https://www.patagonialithium.com.au/asx-announcements-1 or at www.asx.com.au.

This announcement has been authorised for release to the ASX by the Board of the Company.

For further information please contact: Phillip Thomas Executive Chairman

Patagonia Lithium Ltd

M: +61 433 747 380 E: phil@patagonialithium.com.au

Our socials – twitter@pataLithium, Instagram, facebook, pinterest and youtube

Board Phil Thomas - Exec Chair Rick Anthon - NED Pablo Tarantini - NED Jarek Kopias - Co Sec

Capital structure 179.1m - PL3 shares 14.6m - PL3O quoted options 6.0m - unquoted options

Patagonia Lithium Ltd Suite 66, 1[st] Floor, 2-4 Cochranes Road, Moorabbin, VIC 3189 https://patagonialithium.com.au/

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Patagonia Lithium Ltd

ACN 654 004 403

NOTICE OF GENERAL MEETING

EXPLANATORY NOTES

PROXY FORM

Date of Meeting Monday 22 December 2025

Time of Meeting 9:00am (AEDT) (Melbourne time)

Place of Meeting Suite 66, 1st Floor 2-4 Cochranes Road Moorabbin, Victoria

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PATAGONIA LITHIUM LTD ACN 654 004 403

NOTICE OF 2025 GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Patagonia Lithium Ltd (“Company or Patagonia”) will be held at the offices of the Company at Suite 66, 1st Floor, 2-4 Cochranes Road, Moorabbin, Victoria on Monday 22 December 2025 at 9:00am AEDT.

The business to be considered at the General Meeting is set out below.

This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes, which form part of this Notice of Meeting and contain information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the Resolutions set out in this Notice of Meeting, you should consult your financial or other professional adviser.

Defined terms used in this Notice of Meeting have the meanings given to those terms in the Glossary at the end of the Explanatory Notes.

BUSINESS OF THE MEETING

Resolution 1 – Issue Director Performance Rights to Mr Phillip Thomas

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue of 15,000,000 Director Performance Rights to Mr Phillip Thomas (or his nominee) on the terms and conditions set out in the Notice of Meeting and Explanatory Notes.”

Resolution 2 – Issue Director Performance Rights to Mr Rick Anthon

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue of 5,000,000 Director Performance Rights to Mr Rick Anthon (or his nominee) on the terms and conditions set out in the Notice of Meeting and Explanatory Notes.”

Resolution 3 – Issue Director Performance Rights to Mr Pablo Tarantini

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue of 5,000,000 Director Performance Rights to Mr Pablo Tarantini (or his nominee) on the terms and conditions set out in the Notice of Meeting and Explanatory Notes.”

VOTING INFORMATION, EXCLUSIONS AND PROHIBITIONS

The business of the Meeting affects your Shareholding and your vote is important.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

behalf of the following persons:
Resolution 1 - Issue Director Performance Rights to Mr Phillip Thomas	Mr Thomas (or his nominee/s) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons.
Resolution 2 - Issue Director Performance Rights to Mr Rick Anthon	Mr Anthon (or his nominee/s) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons.
Resolution 3 - Issue Director Performance Rights to Mr Pablo Tarantini	Mr Tarantini (or his nominee/s) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons.

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

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

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

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

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

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

Voting Prohibition Statements

Resolution 1 - Issue Director Performance Rights to Mr Phillip Thomas	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 2 - Issue Director Performance Rights to Mr Rick Anthon
Resolution 3 - Issue Director Performance Rights to Mr Pablo Tarantini

Important information concerning proxy votes on Resolutions 1, 2 and 3

The Corporations Act places certain restrictions on the ability of Key Management Personnel and their closely related parties to vote on the Resolutions connected directly or indirectly with the remuneration of the Key Management Personnel.

Additionally, the Company will disregard any votes cast on Resolutions 1, 2 and 3 by any person appointed as a proxy by any person who is either a member of the Key Management Personnel or a Closely Related Party of such a member, unless:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or (b) it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In particular, Shareholders who intend to appoint the Chair of the Meeting as their proxy (including an appointment by default) are encouraged to direct the Chair of the Meeting as to how to vote on all Resolutions.

If the Chair of the Meeting is appointed, or taken to be appointed, as your proxy, you can direct the Chair of the Meeting to vote for, against or abstain from voting on Resolutions 1, 2 and 3 by marking the box opposite the respective Resolution on the Proxy Form. You should direct the Chair of the Meeting how to vote on these Resolutions.

However, if the Chair of the Meeting is your proxy and you do not direct the Chair of the Meeting how to vote in respect of Resolutions 1, 2 and 3 on the Proxy Form, you will be deemed to have directed and expressly authorised the Chair of the Meeting to vote your proxy in favour of the relevant Resolution. This express authorisation acknowledged that the Chair of the Meeting may vote your proxy even if:

• (a) Resolutions 1, 2 and 3 are connected directly or indirectly with the remuneration of a member or members of the Key Management Personnel for the Company; and

• (b) the Chair of the Meeting has an interest in the outcome of Resolutions 1, 2 and 3 and that votes cast by the Chair of the Meeting for these Resolutions, other than as authorised proxy holder, will be disregarded because of that interest.

Voting, Attendance Entitlement and proxy

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should either attend in person at the time, date and place of the Meeting set out above or appoint a proxy or proxies to attend or vote on the Member’s behalf.

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should appoint the Chairman of the Meeting as their proxy to attend and vote on the Member’s behalf. The Company encourages shareholders to appoint the Chairman of the Meeting as their proxy.

Shareholders are encouraged to lodge their Proxy Forms online at https://investor.automic.com.au/#/loginsah.

In completing the attached Proxy Form, Members must be aware that where the Chair of the Meeting is appointed as their proxy, they will be directing the Chair of the Meeting to vote in accordance with the Chair of the Meeting’s voting intention unless you indicate

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otherwise by marking the “For”, “Against” or “Abstain” boxes. The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. Members should note that they are entitled to appoint the Chair of the Meeting as a proxy with a direction to cast the votes contrary to the Chair of the Meeting’s voting intention, or to abstain from voting, on any Resolution in the Proxy Form. Also, Members may appoint, as their proxy, a person other than the Chair of the Meeting.

A proxy need not be a Member of the Company. For the convenience of Members, a Proxy Form is enclosed. A Member who is entitled to attend and cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion or number of voting rights each proxy may exercise. If the Member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Member.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In order to be valid, the Proxy Form must be received by the Company at the address specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 9:00am AEDT on 20 December 2025):

On-line: https://investor.automic.com.au/#/loginsah. By mail: Automic GPO BOX 5193 SYDNEY NSW 2001 By hand: Level 5, 126 Phillip Street SYDNEY NSW 2000 By e-mail: meetings@automicgroup.com.au

Any Proxy Forms received after that time will not be valid for the Meeting.

A Member who is a body corporate may appoint a representative, including an individual, to attend the Meeting in accordance with the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting.

For the purpose of determining the voting entitlements at the Meeting, the Directors have determined that Shares will be taken to be held by the registered holders of those Shares at 9:00am AEDT on 20 December 2025. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By order of the Board

Jarek Kopias Company Secretary Melbourne, 21 November 2025

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GENERAL MEETING - EXPLANATORY NOTES

These Explanatory Notes accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting and should be read in conjunction with this Notice of Meeting.

If any Shareholder is in doubt as to how they should vote, they should seek advice from their legal, financial or other professional adviser prior to voting.

Introduction

These Explanatory Notes have been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be considered at the General Meeting of the Company. The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.

Terms defined in the Notice of Meeting have the same meaning in these Explanatory Notes.

GENERAL BUSINESS

Resolutions 1, 2 and 3: Issue of Performance Rights to Mr Phillip Thomas, Mr Rick Anthon and Mr Pablo Tarantini

These Resolutions seek Shareholder approval for the purposes of Listing Rule 10.14 for the issue of up to an aggregate of 25,000,000 Performance Rights to Mr Thomas (being the subject of Resolution 1), Mr Anthon (being the subject of Resolution 2) and Mr Tarantini (being the subject of Resolution 3) (or their nominee/s) ( the Related Parties ) pursuant to the PSP, on the terms and conditions set out below (Incentive Performance Rights ).

Further details in respect of the Incentive Performance Rights proposed to be issued are set out in the table below.

Class	Quantum	Recipient	Vesting Condition	Vesting and Expiry Date
Performance rights	15,000,000	Mr Thomas	The Incentive Performance Rights will vest upon each of the following to occur: (a) 1/3rdif the Company’s Share price exceeds 10 cents per Share Shares on a volume weighted average price (VWAP) basis calculated over 15 consecutive trading days on which the Shares have actually traded. (b) 1/3rdupon the Company announcing a JORC compliant Mineral Resource Estimate (Inferred or higher) (MRE) of 750,000 tonnes of contained Lithium Carbonate Equivalent (LCE) in the announced MRE. (c) 1/6thupon the Company releasing a scoping study in relation to the Formentera Project (d) 1/6thupon the Company releasing a feasibility study in relation to the Formentera Project	Vesting of 31 December 2027 and expiry of 30 June 2030 (if vested).
	5,000,000	Mr Anthon
	5,000,000	Mr Tarantini

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 the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

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

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

The issue constitutes giving a financial benefit and the Related Parties are each a related party of the Company by virtue of being a Director.

The Directors (other than Mr Phillip Thomas) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Incentive Performance Rights under Resolution 1, because the agreement to issue the Incentive Performance Rights, reached as part of the remuneration package for Mr Thomas, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Directors (other than Mr Rick Anthon) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Incentive Performance Rights under Resolution 2, because the agreement to issue the Incentive

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Performance Rights, reached as part of the remuneration package for Mr Anthon, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Directors (other than Mr Pablo Tarantini) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Incentive Performance Rights under Resolution 3, because the agreement to issue the Incentive Performance Rights, reached as part of the remuneration package for Mr Tarantini, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

• 10.14.1 a director of the entity;

• 10.14.2 an associate of a director of the entity; or

• 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

If these Resolutions are passed, the Company will be able to proceed with the issue within 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.14), the issue will not use any of the Company’s 15% annual placement capacity.

If this Resolution is not passed, the Company will not be able to proceed with the issue. The Company may consider other ways to pay the Related Parties, including in cash.

In accordance with the requirements of Listing Rule 10.15, the following information is provided in respect of Resolutions 1, 2 and 3:

Name of the person to whom Securities will be issued	The Related Parties (or their nominees).
Categorisation under Listing Rule 10.14	The Related Parties fall within the category set out in Listing Rule 10.14.1 as they are each a related party of the Company by virtue of being a Director. Any nominee(s) of the Related Parties who receive Incentive Performance Rights may constitute ‘associates’ for the purposes of Listing Rule 10.14.2.
Number of Securities and class to be issued	25,000,000 Incentive Performance Rights in total (being the nature of the financial benefit proposed to be given) will be allocated as set out in the table included above.
Securities previously issued to the recipient/(s) under the Plan	2,000,000 Performance Rights have previously been issued (and subsequently lapsed unvested) to Phillip Thomas under the PSP.
Terms of Securities	The Incentive Performance Rights will be issued on the terms and conditions are set out in these Explanatory Notes.
Material terms of the Plan	A summary of the material terms and conditions of the Plan is set out in Appendix 1.
Material terms of any loan	No loan is being made in connection with the acquisition of the Incentive Performance Rights.
Price or other consideration the Company will receive for the Securities	The Incentive Performance Rights will be issued at a nil issue price.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than 3 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward their performance as Directors and to provide cost effective remuneration to the Related Parties, enabling 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 the Related Parties.
Consideration of type of Security to be issued	The Company has agreed to issue the Incentive Performance Rights for the following reasons: a) the issue of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders; b) the issue to the Related Parties will align the interests of the recipients with those of Shareholders; c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit 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 each of the Related Parties; and

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		d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.	d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed.
Consideration of quantum of Securities to be issued		The number of Securities to be issued has been determined based upon a consideration of: a) the significant value for all Shareholders that is anticipated from achieving any of the proposed key performance indicator vesting conditions; b) the remuneration of the proposed recipients; and c) incentives to attract and retain the service of the proposed recipients who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Options upon the terms proposed.
Remuneration package		The total remuneration package for each of the recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below: Related Party Current Financial Year ending 31 December 20252 Previous Financial Year ended 31 December 20241 Mr Thomas3 $120,960 $142,606 Mr Anthon4 $67,200 $63,437 Mr Tarantini5 $36,000 $6,444 1Comprising Directors’ fees/salary, superannuation payable and share-based payments as disclosed in the Company’s Annual Report. 2Comprising cash Directors’ fees/salary only, inclusive of any superannuation. 3Mr Thomas’ cash remuneration package has been increased to $330,000 per annum effective 1 December 2025. 4Appointed Director on 19 February 2024. 5Appointed Director on 12 November 2024.
Valuation		The Company values the Incentive Performance Rights using the Monte Carlo methodology. The value for the rights has not been determined at this time, but can be reasonably approximated at the most recent share price of the Company’s Shares of $0.05 per Incentive Performance Right.
Interest in Securities		The relevant interests of the recipients in Securities as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice Related Party Shares1 Options Undiluted Fully Diluted Mr Thomas 2,568,573 262,500 1.43% 1.42% Mr Anthon - - - - Mr Tarantini - 1,000,000 - - Post issue Related Party Shares1 Options Performance Rights Mr Thomas 2,568,573 262,500 15,000,000 Mr Anthon - - 5,000,000 Mr Tarantini - 1,000,000 5,000,000 1Fully paid ordinary shares in the capital of the Company (ASX: PL3).
		Related Party	Shares1			Options		Undiluted			Fully Diluted
		Mr Thomas	2,568,573			262,500		1.43%			1.42%
		Mr Anthon	-			-		-			-
		Mr Tarantini	-			1,000,000		-			-
		Post issue
		Related Party		Shares1			Options			Performance Rights
		Mr Thomas		2,568,573			262,500			15,000,000
		Mr Anthon		-			-			5,000,000
		Mr Tarantini		-			1,000,000			5,000,000
		1Fully paid ordinary shares in the capital of the Company (ASX: PL3).
Dilution		If the milestones attaching to the Incentive Performance Rights issued under these Resolutions are met and the Incentive Performance Rights are converted, a total of 25,000,000 Shares would be issued. This will increase the number of Shares on issue from 179,115,540 (being the total number of Shares on issue as at the date of this Notice) to 204,115,540 (assuming that no Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 13.96%, comprising 8.37% by Mr Thomas and 2.79% by each of Mr Anthon and Mr Tarantini.
Trading history		The trading history of the Shares on ASX in the 3 months before the date of this Notice is set out below: Price Date Highest $0.084 15 October 2025 Lowest $0.038 21 August 2025 Last $0.051 18 November 2025
					Price				Date
		Highest			$0.084				15 October 2025
		Lowest			$0.038				21 August 2025
		Last			$0.051				18 November 2025

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Additional information	Details of any Securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Securities under the Plan after this Resolution is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.
Other information	The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.
Voting prohibition statement.	A voting prohibition statement applies to this Resolution.

Board Recommendation

The Related Parties decline to make a recommendation to Shareholders in relation to Resolutions 1, 2 and 3 due to their material personal interest in the outcome of the Resolutions on the basis that they may be issued Performance Rights should Resolutions 1, 2 and 3 be passed.

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 1, 2 and 3.

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Glossary

In the Notice of Meeting and Explanatory Notes:

10% Additional Placement Capacity means the Equity Securities issued under Listing Rule 7.1A. AEDT means Australian Eastern Daylight Time (Melbourne time).

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors of Patagonia.

Chair of the Meeting means the chairman of the Meeting.

Closely Related Party has the meaning given to it in the Corporations Act and the Corporations Regulations. Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a director of the Company.

Equity Securities or Securities has the same meaning as in the Listing Rules.

Explanatory Notes means these explanatory notes.

Incentive Performance Rights means up to a total 25,000,000 unquoted performance rights proposed to be issued to Mr Phillip Thomas, Mr Rick Anthon and Mr Pablo Tarantini or their respective nominees.

Key Management Personnel means a member of the key management personnel as disclosed in the Remuneration Report. Listing Rules and ASX Listing Rules means the listing rules of ASX.

Meeting or General Meeting means the general meeting of Shareholders to be held at the offices of the Company at Suite 66, 1st Floor, 2-4 Cochranes Road, Moorabbin, Victoria on Monday 22 December 2025 at 9:00am AEDT.

Member or Shareholder means each person registered as a holder of a Share.

Notice or Notice of Meeting means this Notice of General Meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by Shareholders entitled to vote at a general meeting of Shareholders.

Patagonia or the Company means Patagonia Lithium Ltd (ABN 37 654 004 403).

Performance Rights means KPI based unquoted rights issued to Directors and employees of the Company pursuant to the PSP. Proxy Form means the proxy form attached to this Notice of Meeting.

PSP or Plan means Performance Share Plan as approved by Shareholders at the Company’s 2024 annual general meeting. Related Party has the meaning given to that term in the Corporations Act.

Remuneration Report means the section of the Directors' report of Patagonia that is included in the Company's Annual Report. Resolution means a resolution referred to in this Notice.

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

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Appendix 1

Key terms of the PSP

1. Eligibility

• a. The Board may, in its absolute discretion, grant Performance Rights to an “Eligible Employee”.

• b. An “Eligible Employee” is a Director, senior executive or full or part time employee or contractor of the Company or its associated body corporate, who is invited by the Board to participate in the PSP.

2. Rights attaching to Performance Rights

• a. A Performance Right entitles its holder to a Share which can be exercised once the Performance Right has become exercisable and provided it has not lapsed.

• b. The Board may determine that certain performance conditions must be satisfied before the Performance Right becomes exercisable.

• c. If the performance conditions are satisfied, the Performance Rights vest and become exercisable.

• d. A Performance Right does not give the holder a legal or beneficial right to Shares.

• e. Performance Rights do not carry any rights or entitlements to dividends, return of capital or voting in shareholder meetings.

• f. A Performance Right does not entitle the holder to participate in any new issues of securities unless, before the record date for determining entitlements under the new issue, that performance right has vested, been exercised and a share has been issued in respect of that right.

3. Exercise of Performance Rights

• a. Performance Rights will vest and become exercisable if:

  • i. the performance conditions set by the Board at the time of the grant are met;

  • ii. an event occurs such as the winding up of the Company; or

  • iii. the Board determines that a Performance Right becomes a vested Performance Right.

• b. Once the Performance Rights become exercisable, the holder will need to exercise those rights to acquire Shares.

• c. The exercise of any vested Performance Right granted under the PSP will be effected in the form and manner determined by the Board.

• d. Consideration, if any, for the issue of Performance Rights will be determined by the Board.

• 4. Lapse and Forfeiture

• a. The Performance Rights will lapse on its expiry date.

• b. This period may be shortened if the holder ceases to be employed under certain circumstances or where performance conditions have not been met.

• c. A Share issued on the exercise of an option will be forfeited upon the holder perpetrating fraud as against, acting dishonestly or committing a breach of its obligations to, the Company or any of its associated bodies corporate.

5. Restrictions

• a. The maximum number of Performance Rights that can be issued under the PSP is that number which equals 5% of the total number of issued Shares in existence from time-to-time subject to the Corporations Act, the ASX Listing Rules or any other statutory or regulatory requirements. Participants in the PSP are prohibited from transferring Performance Rights without the consent of the Board.

• b. Performance Rights will not be listed for quotation on the ASX. Shares issued on exercise of vested Performance Rights will be subject to transfer restrictions as determined by the Board at the time of granting the Performance Right.

• c. In the event of any reconstruction of the issued capital of the Company between the date of allocation of the Performance Rights and the exercise of those rights, the number of Shares to which the holder will become entitled on the exercise of the Performance Right or any amount payable on exercise of the Performance Right will be adjusted as determined by the Board and in accordance with the Listing Rules.

6. Administration

To the full extent permissible by the Listing Rules and law, the Board may:

• a. at any time waive or change a Performance Condition or any terms and conditions (in whole or in part) to which Performance Rights are subject.

• b. vary the terms and conditions of a Performance Right;

• c. amend or add to all or any of the Provisions of the Plan, provided that any amendment which prejudicially affects the rights of a Participant may require a Participant’s consent.

10

for Securityholder registration.

Patagonia Lithium Ltd | ABN 37 654 004 403

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

Your proxy voting instruction must be received by 9:00am (AEDT) on Saturday, 20 December 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 - APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Patagonia Lithium Ltd, to be held at 9:00am (AEDT) on Monday, 22 December 2025 at Suite 66, 1st Floor 2-4 Cochranes Road, Moorabbin, Victoria hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 2 and 3 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 2 and 3 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

P Resolutions For Against Abstain 1 Issue Director Performance Rights to Mr Phillip Thomas 2 Issue Director Performance Rights to Mr Rick Anthon 3 Issue Director Performance Rights to Mr Pablo Tarantini Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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