Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

PROSPECT RESOURCES LIMITED Proxy Solicitation & Information Statement 2026

Mar 24, 2026

65617_rns_2026-03-24_41897a42-c1d3-42fa-b5c1-f576134a726d.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

ASX ANNOUNCEMENT 25 March 2026

==> picture [213 x 30] intentionally omitted <==

Notice of Extraordinary General Meeting

Prospect Resources Limited (ASX:PSC) ( Prospect or the Company ) advises that the following documents in relation to an Extraordinary General Meeting have today been dispatched to Shareholders in accordance with their communication preference:

  • Letter to Shareholders

  • Notice of Extraordinary General Meeting

  • Proxy Form

Prospect reminds Shareholders of their right to elect how they receive documents from the Company. Further information on this right to elect and how to change a communication preference, can be found on the Company’s website: https://prospectresources.com.au/shareholders-right-to-receive-documents/

This release was authorised by the Company’s Board of Directors.

For further information, please contact:

Sam Hosack Ian Goldberg Managing Director Executive Director - Financial [email protected] [email protected]

About Prospect Resources Limited (ASX: PSC, FRA:5E8)

Prospect Resources Limited (ASX: PSC, FRA:5E8) is an ASX listed company focused on the exploration and development of electrification and battery metals mining projects in the broader sub-Saharan African region.

Prospect Resources Limited ACN 124 354 329 Level 2, 33 Richardson Street. West Perth WA 6005 E: [email protected] W: prospectresources.com.au

==> picture [213 x 30] intentionally omitted <==

25 March 2026

Dear Shareholder,

Extraordinary General Meeting – Letter to Shareholders

Prospect Resources Limited (ASX: PSC) (“Prospect Resources Limited" or the “Company”) advises that it is holding an Extraordinary General Meeting (“EGM”) at 10:30AM (AWST) on Tuesday, 28 April 2026 at The Celtic Club Perth, 48 Ord Street, West Perth WA 6005.

In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only be dispatching physical copies of the Notice of Meeting (“Notice”) and Proxy Form to Shareholders who have elected to receive physical copies.

If you are receiving this letter, you have elected not to receive a physical copy of the Notice. The Notice can be accessed via the Company’s website at: https://www.prospectresources.com.au/announcements or by logging in to your holding via the Company’s share registry, Automic: investor.automic.com.au. You can also access your Proxy Form and lodge your proxy votes online via the share registry (see voting instructions below).

The Company reminds Shareholders of their right to elect how they receive documents and recommends that Shareholders elect to receive communications via email. If you wish to change your communication preference you can do so by contacting the share registry.

Further information on the right to elect how to receive documents is available on the Company’s website: https://prospectresources.com.au/shareholders-right-to-receive-documents/

Your vote is important

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

To vote in person, attend the EGM on the date and at the place set out above.

To submit your proxy vote online, follow the instructions below:

Online
scan the QR
code below
using your
smartphone
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by
following the instructions:
1. Login to the Automic website using the holding details as shown on your holding
statement.
2. Click on ‘View Meetings’ – ‘Vote’.
To use the online lodgement facility, Shareholders will need their holder number
(Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as
shown at the top of your holding statement.

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Prospect Resources Limited ACN 124 354 329 Level 2, 33 Richardson Street. West Perth WA 6005 PO Box 1273, Subiaco, Western Australia 6904 E: [email protected] W: prospectresources.com.au

==> picture [181 x 38] intentionally omitted <==

For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic at [email protected] or via phone on 1300 288 664 (within Australia) or +651 2 9698 5414 (overseas).

Yours Faithfully,

Sam Hosack – Managing Director

==> picture [343 x 57] intentionally omitted <==

Prospect Resources Limited ACN 124 354 329

Notice of Extraordinary General Meeting and Explanatory Memorandum

Date of Meeting: Tuesday, 28 April 2026 Time of Meeting: 10.30am AWST Place of Meeting: The Celtic Club Perth, 48 Ord St, West Perth WA 6005

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

This Notice of Meeting 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.

If you are unable to attend the Meeting, please submit your vote by proxy in accordance with the instructions set out in the Notice of Meeting and on the enclosed proxy form.

Attendance and Voting Information

The business of the Extraordinary General Meeting to which this Notice of Meeting relates, affects your shareholding and your vote is important. The Notice of Meeting and Explanatory Statement should be read in their entirety prior to voting. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

If you are unable to attend the Meeting, please submit your vote by proxy in accordance with the instructions set out below and on the enclosed proxy form.

Shareholders attending the Meeting (whether in person or virtually) will be able to ask questions on the agenda items and of a general nature. Shareholders are also invited to submit questions in advance of the Meeting and can do so by sending them to the company secretary at [email protected].

To attend the meeting and vote in person:

Attend the Meeting at a10.30m (AWST) on Tuesday, 28 April 2026 at The Celtic Club Perth, 48 Ord St, West Perth WA 6005

To vote by proxy:

Use one of the following methods. Further information in respect of appointing a proxy can be found in the enclosed proxy form:

Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsahby
following the instructions: Login to the Automic website using the holding details
as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online
lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identifcation Number (HIN)) as shown on
the front of the Proxy Form.
By post Automic, GPO Box 5193, Sydney NSW 2001
By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney:

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives:

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Enquiries

If shareholders have any queries in respect of the matters set out in these documents they can contact the Company’s company secretary, Lee Tamplin at [email protected] or +61 (0) 450 394 931.

2

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Prospect Resources Limited ACN 124 354 329 will be held a10.30m (AWST) on Tuesday, 28 April 2026 at The Celtic Club Perth, 48 Ord St, West Perth WA 6005.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 10.30am (AWST) on Sunday, 26 April 2026.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Approval to Issue Conditional Placement Shares

1. Resolution 1 – Approval of Issue of Conditional Placement Shares to Eagle Eye Asset Holdings Pte Ltd

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 17,888,561 Shares to Eagle Eye Asset Holdings

Pte Ltd (or its nominee), a substantial holder in the Company with a nominated Director, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

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

  • (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 1 by:

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

  • (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on these Resolutions, in accordance with a direction given to the Chair to vote on these Resolutions as the Chair decides; or

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

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

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

3

Ratifcation of Prior Issues of Unconditional Placement Shares

2. Resolution 2 – Ratification of Prior Issue of Unconditional Placement Shares Issued 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 ASX Listing Rule 7.4 and for all other purposes, the Shareholders of the Company ratify the prior issue of 30,157,952 Shares issued to the Placement participants on 23 February 2026 under Listing Rule 7.1 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

3. Resolution 3 – Ratification of Prior Issue of Unconditional Placement Shares Issued 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 ASX Listing Rule 7.4 and for all other purposes, the Shareholders of the Company ratify the prior issue of 70,374,540 Shares issued to the Placement participants on 23 February 2026 under Listing Rule 7.1A and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement in relation to Resolutions 2 and 3: The Company will disregard any votes cast in favour of Resolution 2 or Resolution 3 by or on behalf of:

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

  • (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 2 or Resolution 3 by:

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

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

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

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

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

BY ORDER OF THE BOARD

==> picture [136 x 38] intentionally omitted <==

Lee Tamplin Company Secretary

4

Explanatory Statement

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from a professional advisor prior to voting.

Full details of the business to be considered at the Extraordinary General Meeting are set out below.

Resolutions

Background

On 16 February 2026, the Company announced that it had raised $45 million (before costs) via the issue of 118,421,053 Shares ( Placement Shares ) at $0.38 per Share ( Placement ).

The funds raised from the Placement ( Use of Funds ) will be applied to:

  • Delivery of a further 50,000m of resource and exploration focused drilling at Mumbezhi during 2026 and 2027, with the aim of first growing and then upgrading the existing Mineral Resource estimate and testing key regional exploration targets across the Mumbezhi Mining Licences;

  • Metallurgical studies aimed at evaluating gold and cobalt recoveries from Mumbezhi;

  • Completion of an internal Scoping Study in H2 2026, to support further evaluation works and targeted delivery of a Pre-Feasibility Study during H2 2027;

  • General working capital to provide balance sheet flexibility, in addition to costs associated with the equity raising; and

  • Business development initiatives within Zambia and more broadly.

The Placement consisted of two tranches, a Conditional Tranche and an Unconditional Tranche.

The Conditional Tranche consists of 17,888,561 Placement Shares ( Conditional Placement Shares) to be issued to existing substantial shareholder of the Company, Eagle Eye Asset Holdings Pte Ltd (or its nominee) ( Eagle Eye ), subject to Shareholder approval which is being sought under Resolution 1.

The Unconditional Tranche consisted of 100,532,492 Placement Shares ( Unconditional Placement Shares) issued on 23 February 2026 under the Company’s available capacity under Listing Rules 7.1 and 7.1A. Ratification of the issue of the Unconditional Placement Shares is being sought under Resolutions 2 and 3.

Resolution 1 – Approval to Issue Conditional Placement Shares

Background

As noted above, this Resolution seeks Shareholder approval to issue 17,888,561 Placement Shares to existing substantial shareholder of the Company, Eagle Eye.

Prior to the issue of the Unconditional Placement Shares, Eagle Eye had a relevant interest of 15% of the Shares in the Company. Eagle Eye’s participation in the Placement is to the extent that it retains its relevant interest of approximately 15% of the Shares in the Company. The value of Eagle Eye’s participation in the Placement is $6,797,653.18.

Eagle Eye has nominated Mr Gaurav Gupta as a Director of the Company.

5

ASX Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, an entity must not issue or agree to issue equity securities to persons in a position of influence without Shareholder approval.

A person in a position of influence for the purposes of Listing Rule 10.11 includes:

  • 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 ASX Listing Rules 10.11.1 to 10.11.3; or

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

Eagle Eye currently has a relevant interest in 13.1% of the Shares in the Company and has nominated Mr Gaurav Gupta as a Director of the Company. Eagle Eye is therefore a person in a position of influence under Listing Rule 10.11.3. The proposed issue does not fall within any of the exceptions in ASX Listing Rule 10.12 and therefore requires the approval of Shareholders under ASX Listing Rule 10.11.

If Resolution 1 is passed, the Company will be able to proceed with the proposed issue of 17,888,561 Placement Shares to Eagle Eye and will have received the full Placement funds of $45m.

If Resolution 1 is not passed, the Company will not be able to proceed with the proposed issue of 17,888,561 Placement Shares to Eagle Eye and no funds will be raised in respect of the Conditional Placement. This will reduce the total funds raised under the Placement to $38.2m.

ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 1:

  • (a) the allottee is Eagle Eye Asset Holdings Pte Ltd (or its nominee);

  • (b) Eagle Eye falls within the category set out in ASX Listing Rule 10.11.3 by virtue of being a substantial (10%+) holder in the Company and having nominated Mr Gaurav Gupta as a Director pursuant to a relevant agreement which gives Eagle Eye a right or expectation to do so;

  • (c) the maximum number of Conditional Placement Shares to be issued is 17,888,561;

  • (d) the Conditional Placement Shares will be fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company;

  • (e) the Conditional Placement Shares will be issued within 1 month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).

  • (f) The Conditional Placement Shares will be offered at an issue price of 38 cents ($0.38) per Conditional Placement Share;

  • (g) Funds raised from the issue of the Conditional Placement Shares will be combined with the funds raised from the issue of the Unconditional Placement Shares for a total of $45m.

6

These funds will be used to fund ongoing activities at the Mumbezhi Copper Project. See Use of Funds on page 5 for more detail:

  • (h) The Conditional Placement Shares are being issued under a standard subscription agreement.

  • (i) a voting exclusion statement is included in this Notice of Meeting at Resolution 1 above.

Directors’ recommendation

The Directors (excluding Mr Gaurav Gupta) recommend that Shareholders vote in favour of Resolution 1.

Resolutions 2 and 3 – Ratifications of Prior Issues of Unconditional Placement Shares

Background

As noted above, these Resolutions seek Shareholder approval to ratify the prior issues of 100,532,492 Unconditional Placement Shares issued on 23 February 2026 under the Company’s available capacity under Listing Rules 7.1 and 7.1A.

Resolution 2 seeks to ratify the prior issue of 30,157,952 Unconditional Placement Shares under Listing Rule 7.1 ( UPS 7.1 Shares ).

Resolution 3 seeks to ratify the prior issue of 70,374,540 Unconditional Placement Shares under Listing Rule 7.1A ( UPS 7.1A Shares ).

ASX 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 securityholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

At the Company’s previous AGM, held on 25 November 2025, the Company sought and obtained Securityholder approval under Listing Rule 7.1A, to increase this 15% limit by an extra 10% to 25%.

The issue of the Unconditional Placement Shares did not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as they have not been approved by the Company’s Securityholders, it effectively uses up part of the 25% limit in Listing Rule 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Securityholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the date of issue (noting that the extra 10% under Listing Rule 7.1A will expire unless re-approved by the Company’s Securityholders on annual basis).

Listing Rule 7.4 allows the Securityholders 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 Securityholder approval under Listing Rule 7.1.

A note to Listing Rule 7.4 also provides that an issue made in accordance with Listing Rule 7.1A can be approved subsequently under Listing Rule 7.4 and, if it is, the issue will then be excluded from variable “E” in Listing Rule 7.1A.2 (which means that the Company’s capacity to issue further equity securities without Securityholder approval under Listing Rule 7.1A is not reduced).

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Securityholder approval for such issues under Listing Rule 7.1.

7

To this end, Resolution 2 seeks Shareholder approval to subsequently approve the issue of the UPS 7.1 Shares for the purposes of Listing Rule 7.4.

If Resolution 2 is passed, the issue of the UPS 7.1 Shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the date of issue.

If Resolution 2 is not passed, the issue of the UPS 7.1 Shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the date of issue.

Resolution 3 seeks Shareholder approval to subsequently approve the issue of the UPS 7.1A Shares for the purposes of Listing Rule 7.4.

If Resolution 3 is passed, the issue of the UPS 7.1A Shares will be excluded in calculating the Company’s additional 10% capacity to issue equity securities under Listing Rule 7.1A without Shareholder approval over the 12-month period following the date of issue.

If Resolution 3 is not passed, the issue of the UPS 7.1A Shares will be included in calculating the Company’s additional 10% capacity to issue equity securities under Listing Rule 7.1A without Shareholder approval over the 12-month period following the date of issue.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

  • (a) The Unconditional Placement Shares were issued to participants in the Placement as identified by the joint lead managers.

  • (b) 100,532,492 Shares were issued on 23 February 2026 consisting of 30,157,952 Shares under Listing Rule 7.1 and 70,374,540 Shares under Listing Rule 7.1A.

  • (c) The Unconditional Placement Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

  • (d) The Unconditional Placement Shares was issued at an issue price of 38 cents ($0.38) per Unconditional Placement Share.

  • (e) Funds raised from the issue of the Unconditional Placement Shares will be combined with the funds raised from the issue of the Conditional Placement Shares (if approved under Resolution 1) for a total of $45m. These funds will be used to fund ongoing activities at the Mumbezhi Copper Project. See Use of Funds on page 5 for more detail:

  • (f) The Unconditional Placement Shares were issued under standard subscription agreements between the Company and Placement participants.

  • (g) a voting exclusion statement in respect of Resolutions 2 and 3 is included in this Notice of Meeting above.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote in favour of Resolutions 2 and 3.

8

Glossary

Extraordinary General Meeting or EGM or Meeting means an Extraordinary General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

Associate has the meaning given to it by the Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

AWST means Australian Western Standard Time.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Company means Prospect Resources Limited ACN 124 354 329.

Conditional Tranche means the tranche of the Placement conditional upon Shareholder approval and for which approval is being sought under Resolution 1.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of Extraordinary General Meeting dated 25 March 2026 including the Explanatory Statement.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

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

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

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Unconditional Tranche means the tranche of the Placement under which Placement Shares were issued on 23 February 2026 using the Company’s available capacity under Listing Rules 7.1 and 7.1A.

9

for Securityholder registration.

Prospect Resources Limited | ABN 30 124 354 329

==> picture [269 x 58] intentionally omitted <==

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

Your proxy voting instruction must be received by 10:30am (AWST) on Sunday, 26 April 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 - APPOINT A PROXY

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

DEFAULT TO THE CHAIR OF THE MEETING

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

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at

https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

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

==> picture [58 x 58] intentionally omitted <==

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

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

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

CORPORATE REPRESENTATIVES

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

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE:

https://automicgroup.com.au

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Prospect Resources Limited, to be held at 10:30am (AWST) on Tuesday, 28 April 2026 at The Celtic Club Perth, 48 Ord Street, West Perth WA 6005 hereby:

==> picture [37 x 171] intentionally omitted <==

Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

STEP 2 - Your voting direction

PL
Resolutions
For
Against
Abstain
1
Approval of Issue of Conditional Placement Shares to Eagle Eye Asset Holdings Pte Ltd
2
Ratification of Prior Issue of Unconditional Placement Shares Issued Under Listing Rule 7.1
3
Ratification of Prior Issue of Unconditional Placement Shares Issued Under Listing Rule 7.1A
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not
be counted in computing the required majority on a poll.

==> picture [539 x 180] intentionally omitted <==

----- Start of picture text -----

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