PEEL MINING LIMITED — AGM Information 2025

Oct 20, 2025

PEEL MINING LIMITED ACN 119 343 734 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 2:00pm (WST) DATE : 20 November 2025 PLACE : Trinity on Hampden 230 Hampden Rd CRAWLEY WA 6009

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

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 professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 18 November 2025.

B U S I N ES S OF TH E M EE T I N G

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.”

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

3. RESOLUTION 2 – ELECTION OF NICK WOOLRYCH

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Nick Woolrych, a Director who was appointed as an additional Director on 21 September 2025, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – ELECTION OF RONALD BEEVOR

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Ronald Beevor, a Director who was appointed as an additional Director on 21 September 2025, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 4 – ELECTION OF TONY SCHULTZ

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Tony Schultz, a Director who was appointed as an additional Director on 29 September 2025, retires, and being eligible, is elected as a Director.”

6. RESOLUTION 5 – RE-ELECTION OF GRAHAM HARDIE

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

“That, for the purpose of clause 14.2 of the Constitution, and for all other purposes, Graham Hardie, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

7. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance

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with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 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, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 61,891,547 Shares that were issued to Unrelated Placement Participants (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 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, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 58,108,453 Shares that were issued to Unrelated Placement Participants (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

10. RESOLUTION 9 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

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 Rule 7.1 and for all other purposes, approval is given for the Company to issue 61,176,467 Shares to Unrelated Placement Participants (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

11. RESOLUTION 10 – APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTOR – NICK WOOLRYCH

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 Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,352,942 Shares to Nick Woolrych (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

12. RESOLUTION 11 – APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTOR – RONALD BEEVOR

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 Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,352,942 Shares to Ronald Beevor (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

13. RESOLUTION 12 – APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTOR – TONY SCHULTZ

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 Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 588,236 Shares to Tony Schultz (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

14. RESOLUTION 13 – APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTOR – GRAHAM HARDIE

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

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“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,352,942 Shares to Graham Hardie (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

15. RESOLUTION 14 – APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTOR – MARK OKEBY

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 Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,352,942 Shares to Mark Okeby (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

16. RESOLUTION 15 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO ROB TYSON

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 Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Performance Rights to Rob Tyson (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

17. RESOLUTION 16 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO DIRECTOR – NICK WOOLRYCH

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 Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,000,000 Options to Nick Woolrych on the terms and conditions set out in the Explanatory Statement.”

18. RESOLUTION 17 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO DIRECTOR – TONY SCHULTZ

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 Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,000,000 Options to Tony Schultz on the terms and conditions set out in the Explanatory Statement.”

19. RESOLUTION 18 – APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE PLAN

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 Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to maximum of 80,363,277 Securities under the employee incentive scheme titled Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement.”

20. RESOLUTION 19 – APPROVAL OF GRANT OF POTENTIAL TERMINATION BENEFITS TO EXECUTIVES

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

“That, for the purposes of sections 200B, 200C and 200E of the Corporations Act, Listing Rule 10.19 and for all other purposes, approval is given for Potential Termination Benefits to be given to the Executives (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

21. RESOLUTION 20 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

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“That, for the purposes of section 136(2) and section 648G of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

Dated: 21[st] October 2025

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Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must not be cast: (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or (b) as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolutions 15 and 16 – Approval to issue Options to former Director – Rob Tyson; Approval to issue Securities under an Incentive Plan	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 19 – Approval of grant of Potential Termination Benefits to Executives	In accordance with section 250BD of the Corporations Act, 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. In addition, in accordance with section 200E(2A) of the Corporations Act, a vote may not be cast (in any capacity) on this Resolution by the Executives or their respective associates. However, this prohibition does not apply if: (a) the vote is cast by a person as a proxy appointed by writing that specifies the way the proxy is to vote on this Resolution; and (c) the proxy vote is not cast on behalf of the Executives or their respective associates.

Voting Exclusion Statements

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

Resolution 7 – Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1	Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons.
Resolution 8 – Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1A	Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons.
Resolution 9 – Approval to issue Tranche 2 Placement Shares	Unrelated Placement Participants (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

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Resolution 10 – Approval to issue Placement Shares to Director – Nick Woolrych	Nick Woolrych (or his nominee(s)) 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.
Resolution 11 – Approval to issue Placement Shares to Director – Ronald Beevor	Ronald Beevor (or his nominee(s)) 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.
Resolution 12 – Approval to issue Placement Shares to Director – Tony Schultz	Tony Schultz (or his nominee(s)) 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.
Resolution 13 – Approval to issue Placement Shares to Director – Graham Hardie	Graham Hardie (or his nominee(s)) 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.
Resolution 14 – Approval to issue Placement Shares to Director – Mark Okeby	Mark Okeby (or his nominee(s)) 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.
Resolution 15 – Approval to issue Options to former Director – Rob Tyson	Rob Tyson (or his nominee(s)) 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.
Resolution 16 – Ratification of prior issue of Options to Director – Nick Woolrych	Nick Woolrych (or his nominee(s)) or any other person who participated in the issue or an associate of that person or those persons.
Resolution 17 – Ratification of prior issue of Options to Director – Tony Schultz	Tony Schultz (or his nominee(s)) or any other person who participated in the issue or an associate of that person or those persons.
Resolution 18 – Approval to issue Securities under an Incentive Plan	A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.
Resolution 19 – Approval of grant of Potential Termination Benefits to Executives	The Executives (or their nominee(s)) or any other officer of the Company or any of its child entities (as defined in the Listing Rules) who is entitled to participate in a termination benefit or an associate of that person or those person.

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

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

• (b) 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

• (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 by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or

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number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

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

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

Voting in person

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

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

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from MUFG Corporate Markets will need to verify your identity. You can register from 9:30am (WST) on the day of the Meeting.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9382 3955.

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E X PL A N A T O R Y S T A T EM E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.peelmining.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

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

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

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3. RESOLUTION 2 – ELECTION OF NICK WOOLRYCH

3.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Nick Woolrych, having been appointed by other Directors on 21 September 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Further information in relation to Nick Woolrych is set out below.

Qualifications, experience and other material directorships	Mr Nick Woolrych most recently led New World Resources on the development and permitting of its Antler Copper Project and the execution of a company-wide strategic financing and partnering process culminating in its acquisition by Kinterra Capital, delivering exceptional returns to shareholders. Mr Woolrych is a qualified mining engineer with more than 20 years’ experience in the mining industry, including significant financing, operational, contracting and project development experience in Australia and internationally. Prior to joining New World in November 2022, he was the Chief Executive Officer of PYBAR Mining Services Pty Ltd, one of Australia’s largest underground mining contractors with more than 1,000 employees operating at 10 underground mines across the country, including a significant presence at numerous projects in NSW and specifically in the Cobar Basin. Before that, he was the Chief Executive Officer of Diversified Minerals Pty Ltd, which at the time was the owner and operator of the underground Dargues Gold Mine in New South Wales and the underground Henty Gold Mine in Tasmania.
Term of office	Nick Woolrych has served as a Director since 21 September 2025.
Independence	If elected, the Board does not consider that Nick Woolrych will be an independent Director.
Other material information	The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Nick Woolrych.
Board recommendation	Having received an acknowledgement from Nick Woolrych that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Nick Woolrych since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Nick Woolrych) recommend that Shareholders vote in favour of this Resolution.

If this Resolution is passed, Nick Woolrych will be elected to the Board as an executive Director.

3.2 Technical information required by Listing Rule 14.1A

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If this Resolution is not passed, Nick Woolrych will not continue in their role as an executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

4. RESOLUTION 3 – ELECTION OF RONALD BEEVOR

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Ronald Beevor, having been appointed by other Directors on 21 September 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Further information in relation to Ronald Beevor is set out below.

Qualifications, experience and other material directorships	Over 40 years’ experience in investment banking and mining, having served as Head of Investment Banking at Rothchild Australia and as Chair or Non-Executive Director of a host of mining companies in Australia and internationally. Former Chair of EMED Mining (AIM:EMED) which acquired, re- developed and operates the original and now 15mtpa Rio Tinto copper mine in southern Spain, and served on the boards of Riversdale Resources, which proved the Grassy Mountain metallurgical coal deposit in Alberta that was taken over by Hancock Prospecting for A$800M in 2019, and Talison Lithium which acquired the Greenbushes lithium mine in WA, prior taken over by Tianqi Lithium for C$900M in 2013. Served on the board of Oxiana which developed the substantial gold and copper operations at Sepon in Laos, acquired the Golden Grove polymetallic mine in WA, and developed the Prominent Hill mine in SA, and was in 2008 merged with Zinifex to form OZ Minerals now being acquired by BHP for $9.5Bn Current Chairman of Felix Gold (ASX:FXG), Non-executive Director of Mont Royal Resources Limited (ASX:MRZ) and Champion Iron (ASX:CIA), which has substantial gold exploration properties around Fairbanks, Alaska.
Term of office	Ronald Beevor has served as a Director since 21 September 2025.
Independence	If elected, the Board considers that Ronald Beevor will be an independent Director.
Other material information	The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Ronald Beevor.

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Board recommendation

Having received an acknowledgement from Ronald Beevor that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Ronald Beevor since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Ronald Beevor) recommend that Shareholders vote in favour of this Resolution.

4.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, Ronald Beevor will be elected to the Board as an independent Director.

If this Resolution is not passed, Ronald Beevor will not continue in their role as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

5. RESOLUTION 4 – ELECTION OF TONY SCHULTZ

5.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Tony Schultz, having been appointed by other Directors on 28 September 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Further information in relation to Tony Schultz is set out below.

Qualifications, experience and other material directorships	Mr Schultz is an experienced leader in the energy and resources industry with a career spanning investment, finance, project management, contracting and engineering in Australia and the United States. He is the Founder and Managing Director of North Harbour Clean Energy, which is focussed on grid-scale energy storage and related opportunities. Previously, Mr Schultz was Managing Director at Kohlberg Kravis Roberts & Co (KKR) in Sydney, where he had extensive involvement in investments, public and private capital raisings in equity and debt, business growth and improvement initiatives, and served on a number of boards. Prior to KKR, he held senior roles with EIG Global Energy Partners, TCW, Westpac, Halliburton, Duke Energy, KBR and Kinhill Engineers.
Term of office	Tony Schultz has served as a Director since 29 September 2025.
Independence	If elected, the Board considers that Tony Schultz will be an independent Director.
Other material information	The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcyhistory. The Company

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undertook such checks prior to the appointment of Tony Schultz.

undertook such checks prior to the appointment of Tony Schultz.

Board recommendation

Having received an acknowledgement from Tony Schultz that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Tony Schultz since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Tony Schultz) recommend that Shareholders vote in favour of this Resolution.

5.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, Tony Schultz will be elected to the Board as an independent Director.

If this Resolution is not passed, Tony Schultz will not continue in their role as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

6. RESOLUTION 5 – RE-ELECTION OF GRAHAM HARDIE

6.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Graham Hardie, who has held office without re-election since 22 November 2023 and being eligible retires by rotation and seeks re-election.

Further information in relation to Graham Hardie is set out below.

Qualifications, experience and other material directorships	Mr Hardie is the principal of Hardie Finance Corporation, a private Perth-based property development company, and is also the principal of Entertainment Enterprises, a private Perth- based hospitality company. He is a Fellow of the Institute of Chartered Accountants and a former partner in a leading Chartered Accounting firm. Mr Hardie has extensive commercial and financial experience and has held board positions on a number of public companies in the mining, media, transport and retail industries.
Term of office	Graham Hardie has served as a Director since 24 February 2010 and was last re-elected on 22 November 2023.
Independence	If re-elected, the Board considers that Graham Hardie will be an independent Director.
Board recommendation	Having received an acknowledgement from Graham Hardie that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Graham Hardie since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Graham Hardie) recommend that Shareholders vote in favour of this Resolution.

6.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, Graham Hardie will be re-elected to the Board as an independent Director.

If this Resolution is not passed, Graham Hardie will not continue in their role as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

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7. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

7.1 General

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

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

Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company’s market capitalisation is $77,334,899. The Company is therefore an Eligible Entity.

7.2 Technical information required by Listing Rule 14.1A

For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

7.3 Technical information required by Listing Rule 7.3A

REQUIRED INFORMATION	DETAILS
Period for which the 7.1A Mandate is valid	The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
Minimum price	Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.
Use of funds	The Company intends to use funds raised from issues of EquitySecurities under the 7.1A Mandate for the acquisition

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REQUIRED INFORMATION	DETAILS
	of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration), the development of the Company’s current business and general working capital.
Risk of economic and voting dilution	Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 9 October 2025. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. DILUTION Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution Issue Price $0.055 $0.11 $0.165 50% decrease Issue Price 50% increase Funds Raised Current 703,044,53 3 Shares 70,304,453 Shares $3,866,744 $7,733,48 9 $11,600,23 4 50% increas e 1,054,566,8 00 Shares 105,456,67 9 Shares $5,800,117 $11,600,2 34 $17,400,35 2 100% increas e 1,406,089,0 66 Shares 140,608,90 6 Shares $7,733,489 $15,466,9 79 $23,200,46 9 The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. There are currently 703,044,533 Shares on issue. 2. The issue price set out above is the closing market price of the Shares on the ASX on 9 October 2025 (being $0.11) (Issue Price*). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised. 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares

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REQUIRED INFORMATION	DETAILS
	before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
Allocation policy under 7.1A Mandate	The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable).
Previous approval under Listing Rule 7.1A.2	The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 27 November 2024 (Previous Approval). During the 12-month period preceding the date of the Meeting, being on and from 20 November 2024, the Company issued 58,108,453 Shares pursuant to the Previous Approval (Previous Issue), which represent approximately 9.59% of the total diluted number of EquitySecurities on issue

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REQUIRED INFORMATION	DETAILS
	in the Company on 20 November 2024, which was 605,895,974. Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below. The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue: Date of Issue and Appendix 2A Date of Issue: 3 October 2025 Date of Appendix 2A: 3 October 2025 Number and Class of Equity Securities Issued 58,108,453 Shares2 Issue Price and discount to Market Price1 (if any) $0.085 per Share (at a discount 19.05% to Market Price). Recipients Professional and sophisticated investors as part of a placement announced on 29 September 2025. The placement participants were identified through a bookbuild process, which involved the Managers seeking expressions of interest to participate in the placement from non-related parties of the Company. Perth Capital Pty Ltd, a substantial Shareholder, participated in Tranche 1 of the Placement and was issued 21,764,706. The company confirms that, other than as set out above, no other Material Persons were issued more than 1% of the issued capital of the Company. Total Cash Consideration and Use of Funds Amount raised: $4,939,218.51 Amount spent: $nil Use of funds: as set out in Section 8.2. Amount remaining: $4,939,218.51 Proposed use of remaining funds:4 as set out in Section 8.2. Notes: 1. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities. 2. Fully paid ordinary shares in the capital of the Company, ASX Code: PEX (terms are set out in the Constitution). 3. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
Voting exclusion statement	As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

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8. BACKGROUND TO RESOLUTIONS 7 TO 14

8.1 Placement

On 29 September 2025, the Company announced that it had received firm commitments for a placement to unrelated professional and sophisticated investors ( Unrelated Placement Participants ), as well as Directors, Nick Woolrych, Ronald Beevor, Tony Schultz, Graham Hardie and Mark Okeby ( Related Party Participants ), to raise $16.25 million through the issue of 191.2 million Shares at $0.085 per Share ( Placement ).

The Placement will be completed in two tranches, comprising:

• (a) ( Tranche 1 ) 120,000,000 Shares which were issued to Unrelated Placement Participants on 3 October 2025, comprising:

• (i) 61,891,547 Shares issued pursuant to the Company’s placement capacity under Listing Rule 7.1, which the Company is seeking to ratify under Resolution 7; and

• (ii) 58,108,453 Shares issued pursuant to the Company’s placement capacity under Listing Rule 7.1A, which the Company is seeking to ratify under Resolution 8; and

• (b) ( Tranche 2 ) 71,176,471Shares, comprising:

• (i) 61,176,467 Shares to be issued to Unrelated Placement Participants, subject to Shareholder approval under Resolution 9; and

• (ii) 10,000,004 Shares to be issued to Related Party Participants (or their nominee(s)), subject to obtaining Shareholder approval under Resolutions 10 to 14.

Euroz Hartleys Limited and Canaccord Genuity (Australia) Limited acted as joint lead managers to the Placement and Sternship Advisers acted as co-manager to the Placement (together, the Managers ).

8.2 Use of funds

The funds raised from the Placement are intended to be used for the following activities:

• (a) exploration activities;

• (b) Cobar Asset technical review and optimisation;

• (c) business development activities;

• (d) corporate purposes, including repayment of a loan (~A$850k) owed to Perth Capital Pty Ltd; and

• (e) general working capital purposes and offer costs.

9. RESOLUTIONS 7 AND 8 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES

9.1 General

These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 120,000,000 Shares to the Unrelated Placement Participants (or their nominee(s)) pursuant to Tranche 1 of the Placement.

9.2 Listing Rules 7.1 and 7.1A

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 12 month period.

Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 27 November 2024.

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The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.

9.3

Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

9.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If these Resolutions are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

9.5 Technical information required by Listing Rules 7.4 and 7.5 in respect of these Resolutions

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	Professional and sophisticated investors who were identified through a bookbuild process, which involved the Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. Perth Capital Pty Ltd, a substantial Shareholder, participated in Tranche 1 of the Placement and was issued 21,764,706. The Company confirms that, other than as set out above, no Material Persons were issued more than 1% of the issued capital of the Company.
Number and class of Securities issued	61,891,547 Shares were issued pursuant to Listing Rule 7.1 and 58,108,453 Shares were issued pursuant to Listing Rule 7.1A.
Terms of Securities	The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued	3 October 2025.
Price or other consideration the Company received for the Securities	$0.085 per Share.
Purpose of the issue, including the intended use of any funds raised by the issue	Refer to Section 8.2 for details of the proposed use of funds.

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REQUIRED INFORMATION	DETAILS
Summary of material terms of agreement to issue	The Shares were not issued pursuant to an agreement.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

10. RESOLUTION 9 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

10.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 61,176,467 Shares to the Unrelated Placement Participants (or their nominee(s)) pursuant to Tranche 2 of the Placement.

10.2 Listing Rules 7.1

A summary of Listing Rule 7.1 is set out in Section 9.2 above.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

10.3 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue and as such will not raise the further $5,200,000 under Tranche 2 of the Placement.

10.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	Professional and sophisticated investors who were identified through a bookbuild process, which involved the Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number and class of Securities issued	61,176,467 Shares will be issued.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued	The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company received for the Securities	$0.085 per Share

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REQUIRED INFORMATION Purpose of the issue, including the intended use of any funds raised by the issue Summary of material terms of agreement to issue Voting Exclusion Statement	DETAILS
	Refer to Section 8.2 for details of the proposed use of funds.
	The Shares will not be issued pursuant to an agreement.
	A voting exclusion statement applies to this Resolution.

11. RESOLUTIONS 10 TO 14 – APPROVAL TO ISSUE SHARES TO DIRECTORS UNDER PLACEMENT

11.1 General

To enable the Directors to participate in the Placement on the same terms as the Unrelated Placement Participants, Resolutions 10 to 14 seek Shareholder approval for the purposes of Listing Rule 10.11 for the issue of up to an aggregate of 10,000,004 Shares to the Related Party Participants (or their nominee(s)) on the terms and conditions set out below.

Further details in respect of the intended participation of the Related Party Participants (or their nominee(s)) are set out in the table below.

RECIPIENT	RESOLUTION	PARTICIPATION	PARTICIPATION
		QUANTUM	FUNDS RAISED
Nick Woolrych (or his nominee(s))	10	2,352,942	$200,000
Ronald Beevor (or his nominee(s))	11	2,352,942	$200,000
Tony Schultz (or his nominee(s))	12	588,236	$50,000
Graham Hardie (or his nominee(s))	13	2,352,942	$200,000
Mark Okeby (or his nominee(s))	14	2,352,942	$200,000
Total		10,000,004	$850,000

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

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

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

The issue of Shares under the Placement to the Related Party Participants (or their nominee(s)) constitutes giving a financial benefit and each of the Related Party Participants is a related party of the Company by virtue of being a Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Shares will be issued to the Related Party Participants (or their nominee(s)) on the same terms as Shares issued to the non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

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11.3 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:

• 10.11.1 a related party;

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

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

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

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

unless it obtains the approval of its shareholders.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

11.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month 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 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If these Resolutions are not passed, the Company will not be able to proceed with the issue. Accordingly, the Company will not raise a further $850,000 under Tranche 2 of the Placement.

11.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the persons to whom Securities will be issued	Nick Woolrych, Ronald Beevor, Tony Schultz, Graham Hardie and Mark Okeby (or their nominee(s)).
Categorisation under Listing Rule 10.11	The Related Party Participants fall within the category set out in Listing Rule 10.11.1 as they are each a related party of the Company by virtue of being a Director. Any nominee(s) of the Related Party Participants who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	The maximum number of Shares to be issued is 10,000,004 Shares in the allocations set out in Section 11.1.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

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REQUIRED INFORMATION	DETAILS
Price or other consideration the Company will receive for the Securities	$0.085 per Share. Refer to the table set out in Section 11.1.
Purpose of the issue, including the intended use of any funds raised by the issue	Refer to Section 8.2 for details of the proposed use of funds.
Summary of material terms of agreement to issue	The Shares will not be issued pursuant to an agreement.
Voting exclusion statements	Voting exclusion statements apply to these Resolutions.

12. RESOLUTION 15 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO ROB TYSON

12.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue of 6,000,000 Performance Rights to Rob Tyson (or his nominee(s)) on the terms and conditions set out below. Mr Tyson is a former Director of the Company and recently transitioned from Executive Director – Technical to Head of Exploration.

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

CLASS	QUANTUM	VESTING CONDITION	EXPIRY DATE
A	1,800,000	The Performance Rights will vest upon the Company’s Shares achieving a volume weighted average price (VWAP) per Share of $0.12 calculated over 20 consecutive trading days on which the Shares have actually traded.	5:00pm (WST) on the date that is 36 months from the issue date.
B	1,800,000	The Performance Rights will vest upon the Company’s Shares achieving a VWAP of $0.15 calculated over 20 consecutive trading days on which the Shares have actually traded.	5:00pm (WST) on the date that is 36 months from the issue date.
C	2,400,000	The Performance Rights will vest upon the Company’s Shares achieving a VWAP of $0.20 calculated over 20 consecutive trading days on which the Shares have actually traded.	5:00pm (WST) on the date that is 36 months from the issue date.

12.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 11.2 above.

The issue constitutes giving a financial benefit and Rob Tyson is a related party of the Company by virtue of being a Director of the Company within the past 6 months.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Performance Rights, reached as part of the remuneration package for Rob Tyson, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

12.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 11.3 above.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

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12.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue within one month 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 10.11), the issue will not use up 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 and will seek alternative forms of remuneration for Rob Tyson.

12.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Securities will be issued	Rob Tyson (or his nominee(s))
Categorisation under Listing Rule 10.11	The recipient falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director within the past 6 months. Any nominee(s) of the recipient who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	6,000,000 Performance Rights will be issued.
Terms of Securities	The Performance Rights will be issued on the terms and conditions set out in Schedule 1.
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 one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Securities will be issued at a nil issue price.
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 Rob Tyson to motivate and reward his performance in his role as Head of Exploration and to provide cost effective remuneration to Rob Tyson, 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 Rob Tyson.
Remuneration package	The current total remuneration package for Rob Tyson (including superannuation, but excluding any discretionary bonuses or equity benefits) is $347,200. If the Securities are issued, the total remuneration package of Rob Tyson will increase by $535,200 to $875,200, being the value of the Securities ((based on a barrier up-and-in trinomial pricing model).
Summary of material terms of agreement to issue	The Performance Rights are not being issued under an agreement.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

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REQUIRED INFORMATION	DETAILS
Voting prohibition statement	A voting prohibition statement applies to this Resolution.

13. RESOLUTIONS 16 TO 17 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO DIRECTORS

13.1 General

These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 25,000,000 Options to Nick Woolrych and Tony Schultz (or their respective nominee(s)) pursuant to the terms and conditions of Mr Woolrych’s executive services agreement and Mr Schultz’s letter of appointment.

The Options were issued under the Company’s Listing Rule 7.1 placement capacity under exception 12 of Listing Rule 10.12.

A summary of the material terms and conditions of Mr Woolrych’s executive services agreement and Mr Schultz’s letter of appointment are set out in Schedule 2.

Further details in respect of the Options issued are set out in the table below.

QUANTUM	RECIPIENT	RESOLUTION	EXERCISE PRICE	EXPIRY DATE
10,000,000	Nick Woolrych (or his nominee(s))	16	$0.10	19 September 2029
10,000,000	Nick Woolrych (or his nominee(s))	16	$0.15	19 September 2029
5,000,000	Tony Schultz (or his nominee(s))	17	$0.10	19 September 2029

13.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 9.2 above.

The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.

13.3 Listing Rule 7.4

A summary of Listing Rule 7.4 is set out in Section 9.3 above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

13.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

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13.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	Nick Woolrych and Tony Schultz (or their respective nominee(s)).
Number and class of Securities issued	25,000,000 Options were issued in the allocations set out in Section 13.1.
Terms of Securities	The Options were issued on the terms and conditions set out in Schedule 3.
Date(s) on or by which the Securities were issued.	20,000,000 Options were issued to Nick Woolrych on 21 September 2025. 5,000,000 Options were issued to Tony Schultz on 28 September 2025.
Price or other consideration the Company received for the Securities	The Securities were issued at a nil issue price, pursuant to the terms and conditions of Mr Woolrych’s executive services agreement and Mr Schultz’s letter of appointment.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue was to satisfy the Company’s obligations under Mr Woolrych’s executive services agreement and Mr Schultz’s letter of appointment.
Summary of material terms of agreement to issue	The Securities were issued under Mr Woolrych’s executive services agreement and Mr Schultz’s letter of appointment, summaries of the material terms of which are set out in Schedule 2.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

14. RESOLUTION 18 – APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE PLAN

14.1 General

This Resolution seeks Shareholder approval for purposes of Listing Rule 7.2 (Exception 13(b)) for the issue of a maximum of 80,363,277 Securities under the employee incentive scheme titled “Employee Incentive Securities Plan” ( Plan ).

The objective of the Plan is to attract, motivate and retain key employees, contractors and other persons who provide services to the Company, and the Company considers that the adoption of the Plan and the future issue of Securities under the Plan will provide these parties with the opportunity to participate in the future growth of the Company.

A summary of Listing Rule 7.1 is set out in Section 9.2 above.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)).

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Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

14.2 Technical Information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years. The issue of any Securities to eligible participants under the Plan (up to the maximum number of Securities stated in Section 14.3 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If this Resolution is not passed, the Company will be able to proceed with the issue of Securities under the Plan to eligible participants, but any issues of Securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Securities.

14.3 Technical information required by Listing Rule 7.2 (Exception 13)

REQUIRED INFORMATION	DETAILS
Terms of the Plan	A summary of the material terms and conditions of the Plan is set out in Schedule 4.
Number of Securities previously issued under the Plan	The Company has not issued any Securities under the Plan as this is the first time that Shareholder approval is being sought for the adoption of the Plan.
Maximum number of Securities proposed to be issued under the Plan	The maximum number of Securities proposed to be issued under the Plan in reliance on to Listing Rule 7.2 (Exception 13), following Shareholder approval, is 80,363,277 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately. The Company may also seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.
Voting prohibition statement	A voting prohibition statement applies to this Resolution.

15. RESOLUTION 19 – APPROVAL OF GRANT OF POTENTIAL TERMINATION BENEFITS TO BE GIVEN TO EXECUTIVES

15.1 General

This Resolution seeks Shareholder approval to enable the Company to give each of Mr Nick Woolrych and Mr Warwick Amos (together the Executives) a termination benefit (comprising of certain payments in accordance with their existing employment arrangements, the accelerated vesting of securities that each of the Executives hold upon a change of control of the Company, and the discretionary or other reduction or waiver of vesting conditions attaching to securities held by each of the Executives in connection with the termination of cessation of the employment or engagement of each of the Executives) ( Potential Termination Benefits ).

A summary of the Potential Termination Benefits which may be payable to the Executives is set out in Schedule 5.

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15.2 Part 2D.2 of the Corporations Act

The Corporations Act restricts the benefits which can be given to individuals who hold a managerial or executive office (as defined in the Corporations Act) in the Company or its related bodies corporate in connection with the retirement from their position in the Company or its related bodies corporate, unless an exception applies.

In accordance with section 200B of the Corporations Act, to give a benefit in connection with a relevant person’s retirement from an office, the Company must, subject to various exceptions, obtain the approval of Shareholders in the manner set out in section 200E of the Corporations Act.

Provided shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e., the approved benefit will not count towards the statutory cap under the Corporations Act).

In accordance with section 200C of the Corporations Act, the Company is also required to obtain the approval of Shareholders in the manner set out in section 200E of the Corporations Act where a benefit is given to a person who holds or has held a managerial or executive office in the Company or its related bodies corporate (or a spouse, relative or associate of such person) in connection with the transfer of the whole or any party of the undertaking or property of the Company.

15.3 Listing Rule 10.19

Listing Rule 10.19 provides that without shareholder approval, 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 ).

The Board considers it prudent to obtain Shareholder approval under Listing Rule 10.19 in order to give the Company flexibility, in case the value of the termination benefits exceeds this 5% Threshold.

15.4 Technical information required by Listing Rule 14.1A

If this Resolution is approved at the Meeting, each of the Executives will be entitled to be paid the Potential Termination Benefits outlined above and the value may exceed the 5% Threshold.

If this Resolution is not approved at the Meeting, each of the Executives will not be entitled to be paid any Potential Termination Benefits, unless they fall within an exception under the Corporations Act and do not breach the 5% Threshold.

The Chair intends to vote all available proxies in favour of this Resolution.

A voting exclusion statement and a voting prohibition statement apply to this Resolution.

16. RESOLUTION 20 – REPLACEMENT OF CONSTITUTION

16.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

This Resolution is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

A summary of the proposed material changes is set out in Section 16.2 below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website www.peelmining.com.au and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the

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Company Secretary (+61 (8) 9382 3955). Shareholders are invited to contact the Company if they have any queries or concerns.

16.2 Summary of material proposed changes

Employee incentive securities plan (Clause 2.4)	Under the new Division 1A of Part 7.12 of the Corporations Act, which came into effect on 1 October 2022, offers under an employee incentive plan that do not require a monetary payment (e.g., zero exercise price options or performance rights) can be issued without an issue cap. However, offers requiring a monetary payment (whether upon grant or upon exercise/vesting of the awards and issue of the underlying shares) must be accompanied by an ‘ESS offer document’ and must comply with an issue cap. The cap is set at 5% under the Corporations Act unless raised by a company’s constitution. A company may include a higher issue cap in its constitution to allow for more than 5% of securities to be issued under the plan. The Proposed Constitution has set the issue cap at 10%.
Minimum securities holding (Clause 3)	The Proposed Constitution now extends the minimum holding provisions to all securities as provided for under the Listing Rules. The clause previously only referred to shares.
Joint holders (Clause 9.8)	The ASX is considering replacement options for its Clearing House Electronic Subregister System (CHESS). Due to complexities with the solution design, there is no current go-live date. To ensure compliance with any replacement CHESS system, clause 9.8 of the Proposed Constitution provides that the number of registered joint holders of securities shall be as permitted under the Listing Rules and the ASX Settlement Operating Rules.
Capital reductions (Clause 10.2)	The Proposed Constitution now permits sales of unmarketable parcels to a sale nominee(s) as part of a capital reduction.
Use of technology (Clause 14)	The Proposed Constitution includes a new provision to permit the use of technology at general meetings (including wholly virtual meetings) to the extent permitted under the Corporations Act, Listing Rules and applicable law.
Rotation of Directors (Clause 15.2)	Currently, the Company’s Constitution requires a Director to retire by rotation at each AGM. This mechanism is not a requirement of the ASX Listing Rules and the Director rotation requirements in Proposed Constitution have been re-drafted to better align the with the ASX Listing Rules. The relevant ASX Listing Rules are as follows: (a) Listing Rule 14.4 requires that ‘a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer; (b) Listing Rule 14.4 also provides that a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re- election) past the next AGM of the company; and (c) Listing Rule 14.5 requires election of directors at each AGM.

16.3 Insertion of partial (proportional) takeover provisions

Overview	A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares. Pursuant to section 648G of the Corporations Act, an entity mayinclude aprovision in its constitution wherebya

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	proportional takeover bid for shares may only proceed after the bid has been approved by a meeting of shareholders held in accordance with the terms set out in the Corporations Act. In accordance with section 648G(1) of the Corporations Act, such clause will cease to apply at the end of three years from the incorporation of the Company, insertion of the clause or renewal of the clause (as appropriate) unless otherwise specified. When this clause ceases to apply, the constitution will be modified by omitting the clause. A company may renew its proportional takeover approval provisions in the same manner in which a company can modify its constitution (i.e., by special resolution of shareholders). This Resolution will enable the Company to modify its Constitution by re-inserting proportional takeover provisions into the Proposed Constitution in the form of clause 37.
Effect of proposed proportional takeover provisions	Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a Resolution to approve the proportional off-market bid is passed.
Reasons for proportional takeover provisions	A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle and assist in ensuring that any partial bid is appropriately priced.
Knowledge of any acquisition proposals	As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Potential advantages and disadvantages of proportional takeover provisions	The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted. The potential advantages of the proportional takeover provisions for Shareholders include: (a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed; (b) assisting in preventing Shareholders from being locked in as a minority; (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and (d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

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	The potential disadvantages of the proportional takeover provisions for Shareholders include: (a) proportional takeover bids may be discouraged; (b) lost opportunity to sell a portion of their Shares at a premium; and (c) the likelihood of a proportional takeover bid succeeding may be reduced.
Recommendation of the Board	The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of this Resolution.

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G L O S S AR Y

$ means Australian dollars.

• 7.1A Mandate has the meaning given in Section 7.1.

ASIC means the Australian Securities & Investments Commission.

Associate has the same meaning as in section 12 of the Corporations Act.

Associated Body Corporate means an associated entity of the Company, where the associated entity is a body corporate (as that term is used in the ESS Regime).

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Change of Control means the occurrence of any of the following events:

• (a) the acquisition by any person (which, for the purposes of this Agreement, includes an individual, partnership, company, corporation, unincorporated association, syndicate, organization, trust, trustee, executor, administrator, legal representative, or any other person or entity), alone or together with any other persons with whom it is acting jointly or in concert, of beneficial ownership of, or the power to exercise control or direction over, directly or indirectly, securities (or securities convertible into or exchangeable for such securities) representing fifty percent (50%) or more of the votes exercisable by holders of the then-outstanding securities generally entitled to vote for the election of directors ( Voting Shares ) of the Company;

• (b) any persons that previously were not acting jointly or in concert commencing to act jointly or in concert, where such persons together beneficially own, or have the power to exercise control or direction over, directly or indirectly, securities (or securities convertible into or exchangeable for such securities) representing fifty percent (50%) or more of the Voting Shares of the Company;

• (c) any merger, amalgamation, consolidation or reorganization of the Company into or with another person where, as a result of such reorganization or business combination, securities representing fifty percent (50%) or more of the votes exercisable by holders of the Voting Shares of the Company or such person into which the Voting Shares of the Company is converted immediately after such transaction, are held by a person alone or together with any other persons with whom that person is acting jointly or in concert, and such person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of the Company immediately prior to such transaction;

• (d) any reorganization of the capital of the Company where, as a result of such reorganization, securities representing fifty percent (50%) or more of the votes exercisable by holders of the Voting Shares of the Company or such person into which the Voting Shares of the Company is converted immediately after such transaction, are held by a person alone or together with any other persons with whom that person is acting jointly or in concert, and such person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of the Company immediately prior to such transaction; or

• (e) the Company sells, transfers or otherwise disposes of all or substantially all of its assets or is deemed to have disposed of its main undertaking under ASX Listing Rule 11.2, except that no Change of Control will be deemed to occur if such sale or disposition is made to an affiliate or affiliates of the Company or to a subsidiary or subsidiaries of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;

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• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Peel Mining Limited (ACN 119 343 734).

Constitution means the Company’s constitution.

Control has the same meaning as in section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Group means the Company and each of its Associated Bodies Corporate from time to time.

Issued Capital means issued Shares from time to time.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Managing Director means the managing director of the Company who may, in accordance with the Listing Rules, continue to hold office indefinitely without being re-elected to the office.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.

Proxy Form means the proxy form accompanying the Notice.

Relevant Interest has the same meaning as in section 9 of the Corporations Act.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2025.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Security means a Share, Option or Performance Right (as applicable).

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

Shareholder means a registered holder of a Share. Takeover Bid has the meaning given to that term in the Corporations Act. Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

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S C H E DU L E 1 – TE R MS A N D C O N D IT I O N S O F P E R F O R M A N C E R I GH T S

1.	Entitlement	Each Performance Right entitles the holder to subscribe for one Share upon conversion of the Performance Right.	Each Performance Right entitles the holder to subscribe for one Share upon conversion of the Performance Right.
2.	Previous Plan	The Performance Rights are granted under the Company's Employee Incentive Securities Plan approved by Shareholders on 24 November 2022 (Previous Plan). Defined terms in these terms and conditions have the same meaning as in the Previous Plan. In the event of any inconsistency between the Previous Plan and these terms and conditions, these terms and conditions will apply to the extent of the inconsistency.
3.	Rights attaching to Performance Rights	Prior to a Performance Right being converted, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share which may be issued on conversion of the Performance Right other than as expressly set out in the Previous Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares.
4.	Restrictions on dealing with Performance Rights	The Performance Rights cannot be sold, assigned, transferred, have a security interest granted over or otherwise dealt with unless in Special Circumstances under the Previous Plan (including in the case of death or total or permanent disability of the holder) with the consent of the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to a Performance Right that has been granted to them.
5.	Forfeiture Conditions	Performance Rights will be forfeited in the following circumstances: (a) in the case of unvested Performance Rights only, where the Participant ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Group); (b) where a Participant acts fraudulently, dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group and the Board exercises its discretion to deem some or all of the Performance Rights held by a Participant to have been forfeited; (c) where there is a failure to satisfy the Vesting Conditions in accordance with the Previous Plan; (d) on the date the Participant becomes insolvent or their Nominated Party (if applicable) becomes insolvent; or (e) on the Expiry Date, subject to the discretion of the Board.
6.	Consideration	Nil consideration is payable for the issue of the Performance Rights.
7.	Vesting Conditions	The Performance Rights shall vest as follows: CLASS VESTING CONDITION A The Performance Rights will vest upon the Company’s Shares achievinga volume weighted averageprice(VWAP) per Share
		CLASS	VESTING CONDITION
		A	The Performance Rights will vest upon the Company’s Shares achievinga volume weighted averageprice(VWAP) per Share

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		B C	of $0.12 calculated over 20 consecutive trading days on which the Shares have actually traded.
			The Performance Rights will vest upon the Company’s Shares achieving a VWAP of $0.15 calculated over 20 consecutive trading days on which the Shares have actually traded.
			The Performance Rights will vest upon the Company’s Shares achieving a VWAP of $0.20 calculated over 20 consecutive trading days on which the Shares have actually traded.
8.	Expiry Date	Each Performance Right will expire on the earlier to occur of: (a) the date that is 36 months from the date of issue; and (b) the Performance Right lapsing and being forfeited under the Previous Plan, (Expiry Date). For the avoidance of doubt, any unconverted Performance Rights will automatically lapse on the Expiry Date.
9.	Cessation of Employment	If the holder’s employment is terminated or it ceases employment for any reason, any unvested Performance Rights will automatically be forfeited, subject to the Board’s overriding discretion to determine an alternate treatment.
10.	Vesting Notice	The Company shall give notice to the holder confirming satisfaction of a Vesting Condition within two (2) business days of a Vesting Condition being satisfied (Vesting Notice).
11.	Conversion	The Performance Rights can be converted at any time on and from the delivery of a Vesting Notice until the Expiry Date (Conversion Period).
12.	Conversion Notice	The Performance Rights may be converted during the Conversion Period by delivery of a written notice specifying the number of Performance Rights being converted (Conversion Notice).
13.	Timing of issue of Shares and quotation of Shares on conversion	Within five Business Days after the issue of a Conversion Notice by the holder, the Company will: (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled; and (b) if required, issue a substitute certificate for any remaining unconverted Performance Rights held by the holder. Additionally, the Company will do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the ASX Listing Rules and subject to the expiry of any restriction period that applies to the Shares under the Corporations Act or the ASX Listing Rules, as soon as reasonably practicable.
14.	Restrictions on transfer of Shares on conversion	Shares issued on conversion of the Performance Rights are subject to the following restrictions: (a) if the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on conversion of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act; (b) all Shares issued on conversion of the Performance Rights are subject to restrictions imposed by Applicable Law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available; and

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		(c) all Shares issued on conversion of the Performance Rights are subject to the terms of the Company’s Securities Trading Policy as set out on the Company’s website.
15.	Rights attaching to Shares on conversion	Shares issued upon conversion of the Performance Rights will rank equally with the then Shares of the Company.
16.	Change of Control	Subject to the applicable laws, all unvested Performance Rights will automatically vest upon the occurrence of a Change of Control Event (as defined in Schedule 4).
17.	Participation in new issues	Holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
18.	Adjustment for bonus issue	If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Performance Rights is entitled, upon conversion of the Performance Rights, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Performance Rights are converted.
19.	Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Performance Rights will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
20.	Buy-Back	Subject to applicable law, the Company may at any time buy-back the Performance Rights in accordance with the terms of the Previous Plan.

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S C H E DU L E 2– T ER M S A N D C O N D IT I O N S O F D I R E C T O R A G R EE M EN T S

The key terms of the Mr Woolrych’s executive services agreement are summarised below:

Position	Managing Director and CEO
Total Fixed Remuneration (TFR)	$450,000 per annum (inclusive of superannuation and director fees).
Short-Term Incentives	Up to 50% of TFR as annual cash bonus, subject to performance targets being achieved.
Long -Term Incentives	Options (a) 10,000,000 Tranche 1 Options with an exercise price of $0.10 each. (b) 10,000,000 Tranche 2 Options with an exercise price of $0.15 each. Each Option expires 19 September 2029. Performance Rights (a) 6,500,000 Performance Rights vesting if the share price (on a volume weighted average basis) is over $0.12 over 20 consecutive trading days; (b) 6,500,000 Performance Rights vesting if the share price (on a volume weighted average basis) is over $0.15 over 20 consecutive trading days; and, (c) 7,000,000 Performance Rights will vest if the share price (on a volume weighted average basis) is over $0.20 over 20 consecutive trading days. Any vested Performance Rights will have a 36 months expiry date from the date of issue. Subject to any regulatory approvals, there will be automatic vesting of all of Performance Rights in the event of a Change of Control Event (as defined in Schedule 4).
Notice and Termination	The Company may terminate the agreement without cause on six months’ notice, or immediately for misconduct, wilful neglect or criminal offences. Mr Woolrych may resign with six months’ notice. If a Change of Control occurs and, at any time during the twelve-month period following such Change of Control, Mr Woolrych resigns employment for Good Reason, Mr Woolrych shall be entitled to six months’ salary in lieu of notice and a payment equal to any applicable short-term incentive for that financial year. Change of Controlmeans the occurrence of any of the following events: (a) the acquisition by any person (which, for the purposes of this Agreement, includes an individual, partnership, company, corporation, unincorporated association, syndicate, organization, trust, trustee, executor, administrator, legal representative, or any other person or entity), alone or together with any other persons with whom it is acting jointly or in concert, of beneficial ownership of, or the power to exercise control or direction over, directly or indirectly, securities (or securities convertible into or exchangeable for such securities) representing fifty percent (50%) or more of the votes exercisable by holders of the then-outstanding securities generally entitled to vote for the election of directors (Voting Shares) of the Company;

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(b) any persons that previously were not acting jointly or in concert commencing to act jointly or in concert, where such persons together beneficially own, or have the power to exercise control or direction over, directly or indirectly, securities (or securities convertible into or exchangeable for such securities) representing fifty percent (50%) or more of the Voting Shares of the Company; (c) any merger, amalgamation, consolidation or reorganization of the Company into or with another person where, as a result of such reorganization or business combination, securities representing fifty percent (50%) or more of the votes exercisable by holders of the Voting Shares of the Company or such person into which the Voting Shares of the Company is converted immediately after such transaction, are held by a person alone or together with any other persons with whom that person is acting jointly or in concert, and such person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of the Company immediately prior to such transaction; (d) any reorganization of the capital of the Company where, as a result of such reorganization, securities representing fifty percent (50%) or more of the votes exercisable by holders of the Voting Shares of the Company or such person into which the Voting Shares of the Company is converted immediately after such transaction, are held by a person alone or together with any other persons with whom that person is acting jointly or in concert, and such person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of the Company immediately prior to such transaction; or (e) the Company sells, transfers or otherwise disposes of all or substantially all of its assets or is deemed to have disposed of its main undertaking under ASX Listing Rule 11.2, except that no Change of Control will be deemed to occur if such sale or disposition is made to an affiliate or affiliates of the Company or to a subsidiary or subsidiaries of the Company. Good Reasonmeans the occurrence of any of the following events: (a) a material adverse change in an Executive’s status or position as an officer of the Company, as in effect immediately prior to a Change of Control. Such material adverse change shall include without limitation any material adverse change in status or position as a result of a material diminution in an Executive’s duties or authority or the assignment to an Executive’s duties or responsibilities which are materially inconsistent with such status or position. Notwithstanding the foregoing, Good Reason shall not be deemed to occur upon a change in the Executive’s duties or responsibilities that is a result of the Company no longer being publicly traded; (b) a material reduction by the Company in an Executive’s annual Base Salary as in effect immediately prior to a Change of Control; (c) a material failure by the Company to continue in effect any employee benefit program in which an Executive is participating at the time of a Change of Control other than as a result of the normal expiration of any such employee benefit program in accordance with its terms as in effect at the time

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	of a Change of Control or replacement of such benefit program with a comparable program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect an Executive’s continued participation in any such employee benefit program on at least as favourable a basis to an Executive as on the date of a Change of Control; for greater certainty this subparagraph does not apply to club membership or similar benefits particular to an Executive; (d) the failure by the Company to provide and credit an Executive with the number of paid annual leave days to which an Executive is entitled in accordance with the Company’s annual leave policy in effect immediately prior to a Change of Control; (e) the Company requiring an Executive to be based anywhere other than where an Executive is based at the time of a Change of Control, except for required travel on the Company’s business to an extent substantially consistent with an Executive’s business travel obligations in the ordinary course of business immediately prior to the Change of Control; (f) the Company repudiating any of its material obligations under this Agreement, as amended; or (g) the Company requires an Executive to report to a person of lower apparent or ostensible authority or standing within the Company or the overall corporate group of affiliates of which it may be a part from time to time; provided always that a general change in overall reporting structure bona fide entered into by the Company in the interests of improved management of its business and not limited to an Executive, shall not be a change in reporting responsibilities as contemplated by this clause.	of a Change of Control or replacement of such benefit program with a comparable program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect an Executive’s continued participation in any such employee benefit program on at least as favourable a basis to an Executive as on the date of a Change of Control; for greater certainty this subparagraph does not apply to club membership or similar benefits particular to an Executive; (d) the failure by the Company to provide and credit an Executive with the number of paid annual leave days to which an Executive is entitled in accordance with the Company’s annual leave policy in effect immediately prior to a Change of Control; (e) the Company requiring an Executive to be based anywhere other than where an Executive is based at the time of a Change of Control, except for required travel on the Company’s business to an extent substantially consistent with an Executive’s business travel obligations in the ordinary course of business immediately prior to the Change of Control; (f) the Company repudiating any of its material obligations under this Agreement, as amended; or (g) the Company requires an Executive to report to a person of lower apparent or ostensible authority or standing within the Company or the overall corporate group of affiliates of which it may be a part from time to time; provided always that a general change in overall reporting structure bona fide entered into by the Company in the interests of improved management of its business and not limited to an Executive, shall not be a change in reporting responsibilities as contemplated by this clause.

The key terms of Mr Schults’s non-executive director letter of appointment are summarised below:

Position	Non-Executive Director
Director Fee’s	$50,000 per annum (inclusive of superannuation).
Long -Term Incentives	5,000,000 Tranche 1 Options with an exercise price of $0.10 each. Each Option expires 19 September 2029.

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S C H E DU L E 3 – TE R MS A N D C O N D IT I O N S O F O P T I O N S

1.	Entitlement	Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
2.	Exercise Price	As set out in the table at Section 13.1 in respect of each class of Option (Exercise Price).
3.	Expiry Date	Each Option will expire on the earlier to occur of: (a) 5:00 pm (WST) on the date specified in the table at Section 13.1 in respect to each class of Options; or (b) the Options lapsing and being forfeited under the Plan or the conditions set out in this Schedule 3, (Expiry Date). For the avoidance of doubt, any unexercised Options will automatically lapse on the Expiry Date.
4.	Plan	The Options are granted under the Previous Plan. Defined terms in these terms and conditions have the same meaning as in the Previous Plan. In the event of any inconsistency between the Previous Plan and these terms and conditions, these terms and conditions will apply to the extent of the inconsistency.
5.	Rights attaching to Options	Prior to an Option being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share which may be issued on exercise of Option other than as expressly set out in the Previous Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (refer to paragraph 15).
6.	Restrictions on dealing with Options	The Options cannot be sold, assigned, transferred, have a security interest granted over or otherwise dealt with unless in Special Circumstances under the Previous Plan (including in the case of death or total or permanent disability of the holder) with the consent of the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to an Option that has been granted to them.
7.	Forfeiture Conditions	Options will be forfeited in the following circumstances: (a) where a Participant acts fraudulently, dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group and the Board exercises its discretion to deem some or all of the Options held by a Participant to have been forfeited; (b) on the date the Participant becomes insolvent or their Nominated Party (if applicable) becomes insolvent; or (c) on the Expiry Date, subject to the discretion of the Board.
8.	Exercise Period	The Options are exercisable at any time prior to the Expiry Date (Exercise Period).

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9.	Exercise Notice	The Options may be exercised during the Exercise Period by: (a) delivery of a written notice of exercise of Options specifying the number of Options being exercised (Exercise Notice); and (b) payment by electronic funds transfer for the Exercise Price for the number of Options being exercised or the cashless exercise procedure set out in paragraph 10. An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and, subject to the holder electing for Cashless Exercise, the date of receipt of the payment of the Exercise Price (for each Option being exercised in cleared funds.
10.	Cashless Exercise	Subject to Board approval, in lieu of paying the aggregate Exercise Price for the number of Options specified in the Exercise Notice, the holder of the Options may elect a cashless exercise (Cashless Exercise) whereby the Board will issue to the holder that number of Shares (rounded down to the nearest whole number) calculated in accordance with the following formula: S=O* (MVS-EP) MVS Where: S = number of Shares to be issued on the exercise of the Options. O = number of Options being exercised. MVS = market value of Shares, being the volume weighted average price per Share traded on the ASX over the five trading days immediately preceding the date of exercise. EP = Exercise Price of the Options. For the avoidance of doubt, if the sum of the above calculation is zero or negative, then the holder will not be entitled to use Cashless Exercise.
11.	Timing of issue of Shares and quotation of Shares on exercise	Subject to Applicable Law, within five Business Days after the valid exercise of Options by the holder, the Company will: (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled; and (b) if required, issue a substitute certificate for any remaining unexercised Options held by the holder. Additionally, the Company will do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the ASX Listing Rules and subject to the expiry of any restriction period that applies to the Shares under the Corporations Act or the ASX Listing Rules, as soon as reasonably practicable.
12.	Restrictions on transfer of Shares on exercise	Shares issued on exercise of the Options are subject to the following restrictions: (a) if the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Options may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act; (b) all Shares issued on exercise of the Options are subject to restrictions imposed by Applicable Law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available; and

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		(c) all Shares issued on exercise of the Options are subject to the terms of the Company’s Securities Trading Policy as set out on the Company’s website.
13.	Rights attaching to Shares on exercise	Shares issued upon exercise of the Option will rank equally with the then issued Shares of the Company.
14.	Change of Control	Subject at all times to the Listing Rules, if a Change of Control Event occurs (as defined in Schedule 4) owning more than 50% of the Company’s issued capital), the Board may in its discretion determine the manner in which any or all of the holder’s Options will be dealt with, including, without limitation, in a manner that allows the holder to participate in and/or benefit from any transaction arising from or in connection with the Change of Control Event.
15.	Participation in new issues	Subject always to the rights under paragraphs 16 and 17, holders of Options will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
16.	Adjustment for bonus issue of Shares	If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Options is entitled, upon exercise of the Options, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Options are exercised.
17.	Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Options will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
18.	Change to exercise price	An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
19.	Buy-Back	Subject to applicable law, the Company may at any time buy-back the Options in accordance with the terms of the Previous Plan.

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S C H E DU L E 4 – TE R MS A N D C O N D IT I O N S O F P L A N

A summary of the material terms of the Company’s Employee Securities Incentive Plan ( Plan ) is set out below:

out below:
Eligible Participant	Eligible Participantmeans a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time.
Purpose	The purpose of the Plan is to: (a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Plan Shares, Options, Performance Rights and other convertible securities (Securities).
Maximum number of Convertible Securities	The Company will not make an invitation under the Plan which involves monetary consideration if the number of Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed 5% of the total number of issued Shares at the date of the invitation (unless the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b)). The maximum number of equity securities proposed to be issued under the Plan in reliance on Listing Rule 7.2 (Exemption 13(b)), following Shareholder approval, is 80,363,277 Securities. It is not envisaged that the maximum number of Securities will be issued immediately. The Proposed Constitution specifies an issue cap of 10% (Shareholder approval for adoption of the Proposed Constitution is being sought under Resolution 20).
Plan administration	The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth)). The Board may delegate its powers and discretion.
Eligibility, invitation and application	The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination of) the Securities provided under the Plan on such terms and conditions as the Board decides. On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

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Grant of Securities	The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number and type of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
Rights attaching to Convertible Securities	AConvertible Securityrepresents a right to acquire one or more Plan Shares in accordance with the Plan (for example, an Option or a Performance Right). Prior to a Convertible Security being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security other than as expressly set out in the Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (see Adjustment of Convertible Securities section below).
Restrictions on dealing with Convertible Securities	Convertible Securities issued under the Plan cannot be sold, assigned, transferred, have a security interest granted over or otherwise dealt with unless in Special Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the holder) with the consent of the Board in which case the Convertible Securities may be exercisable on terms determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.
Vesting of Convertible Securities	Any vesting conditions applicable to the Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that security will lapse.
Forfeiture of Convertible Securities	Convertible Securities will be forfeited in the following circumstances: (a) in the case of unvested Convertible Securities only, where the holder ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Company and any Associated Bodies Corporate (as defined in the Corporations Act) (theGroup); (b) where a Participant acts fraudulently, dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group and the Board exercises its discretion to deem some or all of the Convertible Securities held by a Participant to have been forfeited; (c) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (d) on the date the Participant becomes insolvent; or (e) on the Expiry Date, subject to the discretion of the Board in accordance with the Listing Rules.

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Listing of Convertible Securities	Convertible Securities granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of Convertible Securities granted under the Plan on the ASX or any other recognised exchange.
Exercise of Convertible Securities and cashless exercise	To exercise a security, the Participant must deliver a signed notice of exercise (Exercise Notice) and, subject to a cashless exercise (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Securities (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice. In the case of Options, subject to the Board’s approval, in lieu of paying the aggregate exercise price specified in the Exercise Notice, the Participant may elect a cashless exercise (Cashless Exercise) whereby the Board will issue to the Participant that number of Shares (rounded down to the nearest whole number) calculated in accordance with the following formula: S=O* (MVS-EP) MVS Where: S = number of Shares to be issued on the exercise of the Options. O = number of Options being exercised. MVS = market value of shares, being the volume weighted average price per Share traded on the ASX over the five trading days immediately preceding the date of exercise. EP = Exercise Price of the Options. For the avoidance of doubt, if the sum of the above calculation is zero or negative, then the holder will not be entitled to use Cashless Exercise. Convertible Securities may not be exercised unless and until that security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
Timing of issue of Shares and quotation of Shares on exercise	Within five business days after the issue of a valid notice of exercise by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
Restriction periods and restrictions on transfer of Shares on exercise	If the invitation provides that any Shares issued upon the valid exercise of a Convertible Security are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. Additionally, Shares issued on exercise of the Convertible Securities are subject to the following restrictions: (a) if the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Convertible Securities may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act; (b) all Shares issued on exercise of the Convertible Securities are subject to restrictions imposed by applicable law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available; and

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	(c) all Shares issued on exercise of the Convertible Securities are subject to the terms of the Company’s Securities Trading Policy.
Rights attaching to Shares on exercise	All Shares issued upon exercise of Convertible Securities will rank equally in all respects with the then Shares of the Company.
Change of control	Subject at all times to the Listing Rules, if a Change of Control Event occurs, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the holder to participate in and/or benefit from any transaction arising from or in connection with the Change of Control Event. The Board may specify in the Invitation how the Convertible Securities will be treated on a Change of Control Event occurring, or the Board determining that such event is likely to occur, which may vary depending upon circumstances in which the Participant becomes a leaver and preserve some or all of the Board’s discretion under this rule. Change of Control Eventmeans: (a) a change in Control of the Company; (b) where members of the Company approve any compromise or arrangement for the purpose of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other body corporate or bodies corporate (other than a scheme that does not involve a change in the ultimate beneficial ownership of the Company), which will, upon becoming effective, result in any person (either alone or together with its Associates) owning more than fifty per cent (50%) of Issued Capital; (c) where a person becomes the legal or the beneficial owner of, or has a Relevant Interest in, more than fifty per cent (50%) of Issued Capital; (d) where a person becomes entitled to acquire, hold or has an equitable interest in more than fifty per cent (50%) of Issued Capital; and (e) where a Takeover Bid is made to acquire more than fifty per cent (50%) of Issued Capital (or such lesser number of Shares that when combined with the Shares that the bidder (together with its Associates) already owns will amount to more than 50% of Issued Capital) and the Takeover Bid becomes unconditional and the bidder (together with its Associates) has a Relevant Interest in more than 50% of Issued Capital, but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Group.
Participation in entitlements and bonus issues	Subject always to the rights under the following two paragraphs, Participants will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
Adjustment for bonus issue	If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the Participant is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.
Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holdingConvertible Securities will be changed to the extent

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	necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
Buy-Back	Subject to applicable law, the Company may at any time buy-back Securities in accordance with the terms of the Plan.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Convertible Securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Convertible Securities.
Amendment of Plan	Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.
Income Tax Assessment Act	The Plan is a plan to which Subdivision 83A-C of the_Income Tax_ Assessment Act 1997(Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise.

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S C H E DU L E 5 – SU MMA R Y OF P OT E N T I AL TE R M I N AT I O N B E N EF ITS

Executive Services Agreements

Each of Nick Woolrych and Warwick Amos are a party to an executive services agreement with the Company (ESA). The ESAs contain the following termination provisions: (a) An Executive or the Company may terminate the ESA without cause by giving 6 months’ notice of termination (for Mr Woolrych) or 3 months’ notice of termination (for Mr Amos). The Company may make payment in lieu of part or all or the notice period. (b) An Executive’s employment may be terminated at any time by mutual agreement between an Executive and the Company upon such terms and conditions as agreed in writing. (c) If a Change of Control occurs and, at any time during the twelve-month period following such Change of Control an Executive resigns employment for Good Reason, the Executive shall be entitled to: (i) in lieu of notice, a severance payment equal to 6 months of the Executive’s then-current base salary; and (ii) a payment equal to the Executive’s Short-Term Incentive (STI) target opportunity for the financial year in which termination occurs. All such payments shall be made in a lump sum within 30 days of the termination date, subject to applicable withholdings and deductions. It is also possible that an Executive may be entitled to accrued contractual benefits (such as unused annual leave) at the time they cease employment. The amount or value of any benefits required to be paid or otherwise given under each ESA will depend on: (a) the relevant Executive’s total fixed remuneration at the time (including their cash salary, superannuation contributions; and/ or other non-cash benefits agreed between the Executive and the Company from time to time); (b) the circumstances in which the Executive leaves office; and (c) the nature of the Company’s operations at the relevant time. The amount or value of any benefits payable under each ESA can only be determined once notice is given. Accordingly, the amount or value of the benefits cannot be ascertained as at the date of this Notice. The following would not be included as a ‘termination benefit’: (a) the payment of any salary for the period up to the date of termination of employment; or (b) the payment of any pro-rated cash performance bonuses for the period up to the date of termination of employment.

Incentives

The Executives hold the following securities which were issued under the terms and conditions of the Company’s Employee Securities Inventive Plan approved by Shareholders on 24 November 2022: (a) Nick Woolrych holds 20,000,000 Performance Rights; and

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(b) Warwick Amos holds 15,000,000 Performance Rights, (Incentive Securities) The Incentive Securities remain subject to prescribed vesting conditions. The terms of the Incentive Securities provide for: (a) automatic vesting of unvested securities in the event of a Change of Control Event (as defined in Schedule 4); and (b) in the event of cessation of an Executive’s employment within the applicable vesting periods and in relation to any Incentive Securities for which the applicable performance hurdles have not been met, the Board in its sole and absolute discretion may determine how many of those Performance Rights should automatically vest, based on its assessment of performance up until the date of cessation and subject to the Executive being considered by the Board to be a good leaver. Under each ESA, the Executives may also be offered short-term incentives (Short Term Performance Incentives) for each applicable financial year, in the form of annual cash bonuses up to 50% of TFR, subject to performance targets being achieved. Where there is a Change of Control, each Executive will receive the maximum Short Term Performance Incentive for the financial year in which the Change of Control is to be completed, payable no less than 5 days prior to the legal completion of the Change of Control. The value of the benefits that the Board may give the Executives in respect of their Incentive Securities, in connection with their retirement cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company’s Share price at the time of vesting, the number of Incentive Securities that vest or remain on foot and the extent to which any relevant vesting conditions have been satisfied (if applicable).

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ABN 42 119 343 734

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LODGE YOUR VOTE

ONLINE https://au.investorcentre.mpms.mufg.com

BY MAIL  Peel Mining Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND*

MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

*During business hours Monday to Friday

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 2:00pm (WST) on Tuesday, 18 November 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE https://au.investorcentre.mpms.mufg.com Login to the Investor Centre website using the holding details as shown on the Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

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

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in 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 they choose. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONS

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

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at support@cm.mpms.mufg.com prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR PARTICIPATE INANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

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PROXY FORM

I/We being a member(s) of Peel Mining Limited and entitled to participate in and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (WST) on Thursday, 20 November 2025, at Trinity on Hampden, 230 Hampden Rd, CRAWLEY WA 6009 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 10, 11, 12, 13, 14, 15, 16, 17, 18 & 19: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 10, 11, 12, 13, 14, 15, 16, 17, 18 & 19, even though the Resolutions are connected directly or indirectly with the issue of securities to a member of the Company’s Board or Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

• Resolutions For Against Abstain * For Against Abstain * 1 Adoption of Remuneration Report 11 Approval to Issue Placement Shares to Director – Ronald Beevor

• 2 Election of Nick Woolrych 12 Approval to Issue Placement Shares to Director – tony Schultz

• 3 Election of Ronald Beevor

• 4 Election of tony Schultz

• 5 Re-election of Graham Hardie

• 6 Approval of 7.1A Mandate

• 7 Ratification of Prior Issue of Tranche 1 Placement Shares under Listing Rule 7.1

• 8 Ratification of Prior Issue of Tranche 1 Placement Shares under Listing Rule 7.1A

• 9 Approval to Issue Tranche 2 Placement Shares

• 10 Approval to Issue Placement Shares to Director – Nick Woolrych

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• 13 Approval to Issue Placement Shares to Director – Graham Hardie

• 14 Approval to Issue Placement Shares to Director – Mark Okeby

• 15 Approval to Issue Performance Rights to Rob Tyson

• 16 Ratification of Prior Issue of Options to Director – Nick Woolrych

• 17 Ratification of Prior Issue of Options to Director – tony Schultz

• 18 Approval to Issue Securities under An Incentive Plan

• 19 Approval of Grant of Potential Termination Benefits to Executives

• 20 Replacement of Constitution

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• • If you mark the Abstain box for a particular Item, 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.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

PEX PRX2501N