QMINES LIMITED — Proxy Solicitation & Information Statement 2025

Mar 26, 2025

27 MARCH 2025

NOTICE OF GENERAL MEETING

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Notice

Notice is given that a General Meeting of Shareholders of QMines Limited will be held at:

TIME : 10.30am (AEST) DATE : Monday, 28th April 2025 PLACE : Meeting Room Building 34, Suakin Drive Mosman NSW 2088

Important Information

This Notice of General 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 advisors prior to voting.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders ( Meeting ) of QMines Limited ACN 643 212 104 ( Company or QMines ) will be held on Monday, 28th April 2025 at 10.30am (AEST) at Meeting Room, Building 34, Suakin Drive, Mosman 2088.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered at the Meeting. Please ensure you read the Explanatory Statement in full.

AGENDA

1. Resolution 1 – Ratification of Prior Issue of Shares under LR 7.1

ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 50,885,513 fully paid ordinary Shares to clients of Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue, or any associates of those persons.

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

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

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

• provided the following conditions are met:

• voting, and is not an associate of a person excluded from voting, on the Resolutions; and

• vote in that way.

2. Resolution 2 – Ratification of Prior Issue of Shares under LR 7.1A

ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 34,312,231 fully paid ordinary Shares to clients of Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person who participated in the issue, or any associates of those persons.

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

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

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

• provided the following conditions are met:

• voting, and is not an associate of a person excluded from voting, on the Resolution; and

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• vote in that way.

3. Resolution 3 – Issue of Shares

ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue and allot 48,135,594 Shares to clients of Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a 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 Shareholder), or any associates of those persons. However, this does not apply to a vote cast in favour of Resolution 3 by:

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

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

• provided the following conditions are met:

• voting, and is not an associate of a person excluded from voting, on the Resolution; and

• vote in that way.

4. Resolution 4 – Issue of Unlisted Options

ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue and allot 5,000,000 Options (in aggregate) to Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited (or their nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited, or any of their associates. However, this does not apply to a vote cast in favour of Resolution 4 by:

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

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

• provided the following conditions are met:

• voting, and is not an associate of a person excluded from voting, on the Resolution; and

• vote in that way.

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Voting and Participation

Your vote is important

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

How to Vote

Shareholders can vote on the Resolutions by:

• submitting their vote before the meeting either online or using the proxy form; or

• during the live meeting.

during the meeting by visiting http://www.votingonline.com.au/qmines2025gm and following the instructions no later than 48 hours before the commencement of the meeting which is at 10.30am Monday, 28th April 2025 (AEST) .

You may also lodge completed Proxy Forms:

By mail to:	Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
In Person* at:	Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia * during business hours Monday to Friday (9.00am – 5.00pm)

All Resolutions will be by poll

Each Resolution considered at the meeting will be conducted by a poll, rather than on a show of hands.

Joint holders

When joint holders are named in the register of members, only one joint holder may vote. If more than one of the joint holders is present at the meeting, only the person whose name appears first in the register of members will be entitled to vote. If more than one holder votes at the meeting, only the vote of the first named of the joint holders in the register of members will be counted.

Proxies

All Shareholders who are entitled to participate in and vote at the Meeting have the right to appoint a proxy to participate in the Meeting and vote in their place. A proxy need not be a Shareholder and can be an individual or a body corporate.

You can direct your proxy how to vote (ie. to vote ‘for’ or ‘against’, or to ‘abstain’ from voting on, each Resolution) by following the instructions either online or on the hard copy voting form. A proxy may decide whether to vote on an item of business, except where the proxy is required by law or the constitution to vote, or abstain from voting, in his or her capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may only vote on the item as directed. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

For your proxy appointment to be effective, it must be received by Boardroom Pty Limited not less than 48 hours before the time for holding the Meeting (that is by 10.30am (AEST) on Saturday, 26th April 2025).

If you appoint the Chairman as your proxy but do not direct the Chairman on how to vote, then by completing and submitting your voting instructions you are expressly authorising the Chairman to vote in favour of each item of business. The Chair intends to vote all available (including undirected) proxies in favour of all Resolutions, subject to the applicable voting exclusions.

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If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes that each proxy is appointed to exercise. If your appointment does not specify the proportion or number of your voting rights, each proxy may exercise half your votes (disregarding fractions).

The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending the meeting and voting personally. If the Shareholder votes on a Resolution, the proxy must not vote as the Shareholder’s proxy on that Resolution.

Questions and Comments from Shareholders

QMines welcomes questions from Shareholders and proxyholders in the lead up to and during the meeting. In the interests of all participants, please confine your questions to matters being considered at the Meeting that are relevant to Shareholders as a whole. It may not be possible to respond to all questions during the Meeting and a number of similar questions may be grouped together and answered by the Chairman or management.

Before the meeting

Shareholders may submit written questions to the Company or the auditor in advance of the Meeting by email to the Company Secretary at elissa.hansen@cosecservices.com.au or by post to the Company’s share registry (see address details above).

During the meeting

All Shareholders will have a reasonable opportunity to ask questions during the Meeting.

Communication with Shareholders

By signing up to receive e-communications you will be helping to reduce print, paper and postage costs and the associated environmental impact. To sign up for e-communications visit

https://www.investorserve.com.au/. In line with our commitment to the environment and sustainability, unless you elect otherwise, we will provide our Annual Reports to you by making them available on our website at https://qmines.com.au/announcements/.

Dated: 27 March 2025

By order of the Board

Elissa Hansen Company Secretary

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MEETING EXPLANATORY STATEMENT

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

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 General Meeting Resolutions.

1. Background to the Resolutions

On 17 February 2025, QMines announced that it had received firm commitments to raise a total of $6 million (before costs) via a two-tranche placement ( Placement ) with the second tranche being subject to shareholder approval. The Placement received strong demand from new and existing shareholders.

The Company issued 85,197,743 fully paid ordinary shares (Shares ) at an issue price of $0.045 per Share using its ASX Listing Rules 7.1 and 7.1A placement capacity on 21 February (73,514,067 Shares) and 24 February (11,683,676 Shares), for which Shareholder ratification is sought pursuant to Resolutions 1 & 2.

The tranche two Shares (48,135,593 Shares) are subject to Shareholder approval (Resolution 3).

Funds raised from the Placement are being used to accelerate exploration and development at the Mt Chalmers and Develin Creek Copper and Gold Projects and for working capital.

Wilsons Corporate Finance Limited ( Wilsons ) and Canaccord Genuity (Australia) Limited ( Canaccord ) acted as Joint Lead Managers to the raising. Under the terms of the placement, a 6% cash fee (plus GST) on the total amount raised will be payable together with five million unlisted options exercisable at $0.0675 options and expiring three years from issue for which Shareholder approval is sought pursuant to Resolution 4.

2. Resolutions 1 & 2

2.1. General

Resolutions 1 & 2 seeks Shareholder approval for the issue of an aggregate 85,197,743 Shares to clients of the Joint Lead Managers at an issue price of $0.045 per Share under and for the purposes of ASX Listing Rule 7.4.

Broadly speaking, and subject to a number of exceptions, ASX Listing Rules 7.1 and 7.1A limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to a combined 25% of the fully paid ordinary shares it had on issue at the start of that period. Shareholders approved the additional 10% placement capacity under ASX Listing Rule 7.1A at the Annual General Meeting held on 29 November 2024.

The issue of Shares to clients of the Joint Lead Managers does not fall within any of the relevant exceptions set out in ASX Listing Rule 7.2 and, as they have not yet been approved by Shareholders, utilise the Company’s 15% placement limit in ASX Listing Rule 7.1 and 10% limit in ASX Listing Rule 7.1A, thereby reducing the Company’s capacity to issue further equity securities without Shareholder approval for the 12-month period following the issue dates. ASX Listing Rule 7.4 provides that where shareholders subsequently approve an issue of securities, the issue will be treated as having been approved under ASX Listing Rules 7.1 and 7.1A, thereby replenishing the Company’s combined 25% capacity, enabling it to issue further securities up to that limit.

without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1 and 7.1A. Accordingly, Resolutions 1 & 2 seeks approval under and for the purposes of ASX Listing Rule 7.4 for the issue of the Placement Shares.

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2.2. Technical information required by ASX Listing Rule 14.1A

If Resolutions 1 & 2 is passed, the issue will be excluded in calculating the Company’s combined 25% limit under ASX Listing Rule 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 Resolutions 1 & 2 is not passed, the issue will be included in calculating the Company’s combined 25% limit under ASX Listing Rule 7.1 and 7.1A, 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.

2.3. Technical information required by ASX Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1 & 2:

• (a) 50,885,512 Shares were issued under ASX Listing Rule 7.1 and 34,312,231 Shares under ASX Listing Rule 7.1A to clients of the Joint Lead Managers;

• (b) The Shares issued rank equally in all respects with existing Shares on issue;

• (c) 73,514,067 Shares were issued on 21 February 2025 and 11,683,676 Shares were issued on 24 February 2025 at $0.045 per Share;

• (d) Funds raised from the Placement are being used to accelerate exploration and development at the Mt Chalmers and Develin Creek Copper and Gold Projects and for working capital; and

• (e) The key terms of the agreement between the Company and Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited are to act as joint lead managers for the capital raise for a fee of 6% (+GST) on funds raised and the issue of 5,000,000 Options.

3. Resolution 3

3.1. General

Resolution 3 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 to issue the tranche two Shares of the Placement.

For further information on ASX Listing Rule 7.1, see 2.1 above.

3.2. Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the tranche two Shares issued will be excluded from the calculation of the Company’s 15% limit allowing the Company to issue equity securities in the future without having to obtain Shareholder approval under ASX Listing Rule 7.1.

If Resolution 3 is not passed, the proposed issue of the tranche two Shares will not proceed and the Company will not raise the additional $2.27million.

3.3. Technical information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) 48,135,594 Shares are to be issued to clients of the Joint Lead Managers;

• (b) The Shares issued rank equally in all respects with existing Shares on issue;

• (c) The Shares will be issued as soon as possible following the Meeting and no later than three months after the Meeting;

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• (d) The Shares are being issued at $0.045 per Share. Funds raised from the tranche two Shares will be used to accelerate exploration and development at the Mt Chalmers and Develin Creek Copper and Gold Projects and for working capital; and

• (e) The key terms of the agreement between the Company and Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited are to act as joint lead managers for the capital raise for a fee of 6% (+GST) on funds raised and the issue of 5,000,000 Options.

4. Resolution 4

4.1. General

Resolution 4 seeks Shareholder approval under and for the purposes of ASX Listing Rule 7.1 to issue an aggregate 5 million unlisted Options to Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited or their nominees as part consideration for acting as the joint lead managers for the Placement.

For further information on ASX Listing Rule 7.1, see 2.1 above.

4.2. Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the unlisted Options issued will be excluded from the calculation of the Company’s 15% limit allowing the Company to issue equity securities in the future without having to obtain Shareholder approval under ASX Listing Rule 7.1.

If Resolution 4 is not passed, the proposed issue of unlisted Options will not proceed and the Company will need to consider alternative forms of payment including by way of cash payment.

4.3. Technical information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

• (a) 5,000,000 unlisted Options to be issued to Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited or their nominees;

• (b) The unlisted Options are exercisable at $0.0675 and expire three years from issue. The terms of the Options are set out in Appendix A;

• (c) The Options will be issued as soon as possible following the Meeting and no later than three months after the Meeting;

• (d) The Options are issued for nil consideration for acting as joint lead managers for the Placement. Any monies received from the exercise of the Options will be used for working capital; and

• (e) The key terms of the agreement between the Company and Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited are to act as joint lead managers for the capital raise for a fee of 6% (+GST) on funds raised and the issue of 5,000,000 Options.

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GLOSSARY

$ means Australian dollars.

ASX requires.

ASX Listing Rules means the Listing Rules of ASX.

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.

Company means QMines Limited (ACN 643 212 104).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Joint Lead Managers means Wilsons Corporate Finance Limited and Canaccord Genuity (Australia) Limited.

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

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice of General Meeting.

Resolution means a resolution set out in the Notice of Annual General Meeting.

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

Shareholder means a registered holder of a Share.

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Appendix A

TERMS AND CONDITIONS OF OPTIONS

(a)

Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of the Option is $0.0675 ( Exercise Price ).

• (c)

Expiry Date

Each Option will expire at 5:00 pm (Sydney time) on the day that is three years from the issue of the Option ( Expiry Date ).

(d)

Exercise Period

Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

• (e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g)

Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

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(h) Shares issued on exercise

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

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

Options may be transferred in the same manner as Shares and may be exercised by any other person or body corporate. The holder must notify the Company of any transfer at least 5 days before the transfer takes place.

(m)

ASX Listing

The Options will not be quoted on ASX.

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CONTACTS

About QMines

QMines Limited ( ASX:QML ) is a Queensland focused copper and gold development Company. The Company owns rights to 100% of The Mt Chalmers (copper-gold) and Develin Creek (copper-zinc) deposits, located within 90km of Rockhampton in Queensland.

Mt Chalmers is a high-grade historic mine that produced 1.2Mt @ 2.0% Cu, 3.6g/t Au and 19g/t Ag between 1898-1982.

The Mt Chalmers and Develin Creek projects now have a Measured, Indicated and Inferred Resource (JORC 2012) of 15.1Mt @ 1.3% CuEq for 195,800t CuEq.[1, 2]

QMines' objective is to make new discoveries, commercialise existing deposits and transition the Company towards sustainable copper production.

Project & Ownership

Mt Chalmers 100% Develin Creek 100%

QMines Limited

ACN 643 312 104

Directors & Management

Andrew Sparke James Anderson Executive Chairman General Manager Operations

Peter Caristo

Non-Executive Director Elissa Hansen (Technical) Non-Executive Director & Company Secretary

Glenn Whalan Geologist (Competent Person)

Compliance Statement

Shares on Issue 428,902,886

With reference to previously reported Exploration results and mineral resources, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical parametres underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.

1. ASX Announcement - Mt Chalmers Resource Upgrade. 22 Nov 2022

2. ASX Announcement - QMines Delivers Fight Resource at Develin Creek. 22 Sept 2022

Contacts

Registered Address

Suite J, 34 Suakin Drive, Mosman NSW 2088

Postal Address

PO Box 36, Mosman NSW 2088

Telephone + 61 (2) 8915 6241

Email info@qmines.com.au

Website qmines.com.au

Peter Nesvada Investor Relations peter@qmines.com.au

Andrew Sparke Executive Chairman andrew@qmines.com.au

This announcement has been approved and authorized by the Board of QMines Limited.

CONTACTS

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This announcement has been approved and authorized by the Board of QMines Limited.

qmines.com.au

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10.30am (AEST) on Saturday, 26 April 2025.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/qmines2025gm STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10.30am (AEST) on Saturday, 26 April 2025. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online https://www.votingonline.com.au/qmines2025gm

• By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Boardroom Pty Limited

• In Person Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

QMines Limited ACN 643 212 104

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of QMines Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at the Meeting Room, Building 34, Suakin Drive, Mosman NSW 2088 on Monday, 28 April 2025 at 10.30am (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Ratification of Prior Issue of Shares under LR 7.1 Resolution 2 Ratification of Prior Issue of Shares under LR 7.1A

Resolution 3 Issue of Shares

Resolution 4 Issue of Unlisted Options

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025