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24 October 2025

Dear Shareholder,

Re: Notice of Annual General Meeting on 26 November 2025 at 11.30am (AEDT)

Notice is given that the Annual General Meeting of Shareholders of Stellar Resources Limited (the “ Company ”) will be held at Level 5, 56 Pitt Street, Sydney NSW 2000 at 11.30am (AEDT) on 26 November 2025 (“AGM” or “Meeting”) .

The Company will not be dispatching physical copies of the Notice of Meeting. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically. This means that:

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

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry, Boardroom Pty Limited, on [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEDT) Monday to Friday, to arrange a copy.

Any shareholders who wish to attend the Meeting should monitor the Company’s website and its ASX announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: SRZ) and on its website at http://www.stellarresources.com.au/. Shareholders are encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Yours sincerely,

Louisa Martino Company Secretary Stellar Resources Limited

Stellar Resources Limited | ASX: SRZ | ABN: 96 108 758 961 Level 5, 56 Pitt Street, Sydney NSW 2000, Australia T: +61 2 8823 3179 | E: [email protected] stellarresources.com.au @SRZ_Tin

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STELLAR RESOURCES LIMITED ACN 108 758 961

Notice of Annual General Meeting

The annual general meeting of the Company will be held at Level 5, 56 Pitt Street, Sydney, NSW, 2000 at 11.30am (AEDT) on Wednesday, 26 November 2025

It may not be possible for Shareholders to physically attend the Meeting. As a result, the Company encourages Shareholders who cannot attend the Meeting in person to vote by directed proxy. Proxy Forms for the Meeting should be lodged before 11:30am (AEDT) on Monday, 24 November 2025. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5:00pm (AEDT) on Wednesday, 19 November 2025. 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 accountant, solicitor or other professional adviser prior to voting.

Shareholders are invited to contact the Company Secretary, Louisa Martino on (02) 8823 3179 if they have any queries in respect of the matters set out in this document.

STELLAR RESOURCES LIMITED ACN 108 758 961

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Stellar Resources Limited ( Company ) will be held at Level 5, 56 Pitt Street, Sydney, NSW, 2000 at 11.30am (AEDT) on Wednesday, 26 November 2025 ( Annual General Meeting or AGM or 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 Meeting are those who are registered as Shareholders on Monday, 24 November 2025 at 4:00pm (AEDT).

Shareholders are encouraged to submit their Proxy Forms as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in the Notice (being, 11:30am (AEDT) on Monday, 24 November 2025). To lodge your proxy, please follow the directions on your personalised Proxy Form.

The Company is happy to accept and answer questions submitted by no later than 5:00pm (AEDT) on Wednesday, 19 November 2025 to [email protected] . The Company will address relevant questions during the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

Any Shareholders who wish to attend the AGM should monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: SRZ) and on its website at http://www.stellarresources.com.au/.

AGENDA

The Explanatory Memorandum and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Memorandum and the Proxy Form in their entirety.

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

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the Financial Report of the Company, together with the Directors’ Report (including the Remuneration Report) and Auditor’s Report as set out in the Company’s Annual Report for the year ended 30 June 2025.

Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no Resolution will be put to Shareholders on this item of business.

1 Resolution 1: Adoption of Remuneration Report

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

“That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report

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(included in the Directors' report) for the financial year ended 30 June 2025 on the terms and conditions in the Explanatory Memorandum.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

Voting Prohibition

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

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

2 Resolution 2: Re-election of Mr Mark Connelly as a Director of the Company

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

"That, pursuant to and in accordance with Listing Rule 14.5, article 15.2 of the Constitution and for all other purposes, Mr Mark Connelly, being a Director who retires by rotation and being eligible for re-election, be re-elected as a Director of the Company on the terms and conditions in the Explanatory Memorandum.”

3 Resolution 3: Ratification of Hartree Options

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 40,000,000 Hartree Options to Hartree MI UK Limited (or its nominee(s)) ( Hartree ) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Hartree (or its nominee(s)) or an associate of that person (or those persons).

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

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

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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4 Resolution 4: Ratification of Consideration Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior agreement to issue 6,000,000 Consideration Shares to the Granite Tor Vendor (or its nominee(s)) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Granite Tor Vendor (or its nominee(s)) or an associate of that person (or those persons).

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5 Resolution 5: Renewal of Equity Incentive Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders authorise and approve the renewal of the Company's "Equity Incentive Plan", the grant of Shares, Options and Performance Rights under the Equity Incentive Plan and the issue of underlying Shares of such Options and Performance Rights in accordance with the Equity Incentive Plan on the terms and conditions in the Explanatory Memorandum."

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Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Equity Incentive Plan or an associate of that person (or those persons).

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

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

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

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

6 Resolution 6: Issue of Performance Rights to a Director - Mr Simon Taylor

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

following:

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 21,800,000 Performance Rights to Mr Simon Taylor (and/or his nominee(s)), on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

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

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

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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

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

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

7 Resolution 7: Issue of Performance Rights to a Director - Mr Andrew Boyd

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, approval to be given to issue up to 16,600,000 Performance Rights to Mr Andrew Boyd (and/or his nominee(s)), on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

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

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

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

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(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 Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

Voting Prohibition

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

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

8 Resolution 8: Approval of Potential Termination Benefits – Mr Simon Taylor

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

"That, pursuant to and in accordance with Listing Rule 10.19 and Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the provision of potential termination benefits associated with the 21,800,000 Performance Rights to be issued to Mr Simon Taylor, Managing Director and Chief Executive Officer, the subject of Resolution 6, in connection with Mr Taylor ceasing to hold that executive office on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Taylor (and/or his nominee(s)) or an associate of that person (or those persons).

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

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(ii) the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

Voting Prohibition

In accordance with section 200E of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Taylor or his associates. However, a vote may be cast if it is cast by a person as a proxy appointed in writing that species how the proxy is to vote on the Resolution, and it is not cast on behalf of Mr Taylor or his associate.

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

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

9 Resolution 9: Approval of Potential Termination Benefits – Mr Andrew Boyd

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

"That, pursuant to and in accordance with Listing Rule 10.19 and Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the provision of potential termination benefits associated with the 16,600,000 Performance Rights to be issued to Mr Andrew Boyd, Executive Director, the subject of Resolution 7, in connection with Mr Boyd ceasing to hold that executive office on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Boyd (and/or his nominee(s)) or an associate of that person (or those persons).

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

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(ii) the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

Voting Prohibition

In accordance with section 200E of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Boyd or his associates. However, a vote may be cast if it is cast by a person as a proxy appointed in writing that species how the proxy is to vote on the Resolution, and it is not cast on behalf of Mr Boyd or his associate.

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

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

Special business

10 Resolution 10: Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue of securities (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person (or those persons).

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 10 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Facility. Accordingly, no Shareholders are excluded from voting on Resolution 10.

BY ORDER OF THE BOARD

Dated: 24 October 2025 Louisa Martino Company Secretary

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Explanatory Memorandum

1 Introduction

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of each Resolution contained in the accompanying Notice.

It is recommended that Shareholders read this Explanatory Memorandum in full before making any decisions in relation to the Resolutions.

This Explanatory Memorandum is not investment advice. You should seek your own financial and professional advice before making any decision on how to vote at the Meeting.

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

Section 2	Action to be taken by Shareholders
Section 3	Receipt and consideration of Accounts & Reports
Section 4	Resolution 1: Adoption of Remuneration Report
Section 5	Resolution 2: Re-election of Mr Mark Connelly as a Director of the
	Company
Section 6	Resolution 3: Ratification of Hartree Options
Section 7	Resolution 4: Ratification Consideration Shares
Section 8	Resolution 5: Renewal of Equity Incentive Plan
Section 9	Resolutions 6: Issue of Performance Rights to a Director – Mr
	Simon Taylor
Section 10	Resolution 7: Issue of Performance Rights to a Director – Mr
	Andrew Boyd
Section 11	Resolutions 8 and 9: Approval of Potential Termination Benefits –
	Messrs Simon Taylor and Andrew Boyd
Section 12	Resolution 10: Approval of 10% Placement Facility
Schedule 1	Definitions
Schedule 2	Terms and Conditions of Hartree Options
Schedule 3	Summary of Equity Incentive Plan
Schedule 4	Terms and Conditions of Performance Rights
A Proxy Form is located at the end of this Explanatory Memorandum.

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2 Action to be taken by Shareholders

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

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

2.1 Proxies

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

Please note that:

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

If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate’s representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Proxy Forms must be received by the Company no later than 11:30am (AEDT) on Monday, 24 November 2025, being at least 48 hours before the Meeting.

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

2.2 Attendance at Meeting

If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at http://www.stellarresources.com.au/.

3 Receipt and consideration of Accounts & Reports

In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

(a) discuss the Annual Report which is available online at http://www.stellarresources.com.au/;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

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In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:

(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies of the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting (being, no later than 5:00pm (AEDT) on Wednesday, 19 November 2025) to the Company Secretary at [email protected].

4 Resolution 1: Adoption of Remuneration Report

4.1 Background

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out:

(a) the remuneration policy for the Company; and
(b) the remuneration arrangements in place for the Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors of the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Shareholders will have the opportunity to remove the whole Board, except the Managing Director, if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in Office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company did not receive a Strike at the 2024 annual general meeting. Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the 2026 annual general meeting, this may result in the re-election of the Board.

The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.

Resolution 1 is a non-binding ordinary resolution.

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

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by returning the Proxy Form you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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4.2 Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions for Resolution 1 (set out in the Notice), that each Director (or any Closely Related Party of a Director) is excluded from voting their Shares in favour of Resolution 1, the Directors recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

5 Resolution 2: Re-election of Mr Mark Connelly as a Director of the Company

5.1 Background

Resolution 2 seeks Shareholder approval, pursuant to and in accordance with article 15.2 of the Constitution, Listing Rule 14.5 and for all other purposes, for the re-election of Mr Mark Connelly as a Director.

In accordance with Listing Rule 14.5, an entity which has directors must hold an election of directors at each annual general meeting.

Article 15.2 of the Constitution requires one-third of the Directors (excluding the Managing Director) to retire from Office and seek re-election to the Board. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A retiring Director is eligible for re-election.

Mr Mark Connelly was appointed as a Non-Executive Chair on 17 September 2024 and being eligible, offers himself for re-election to the Board.

If Resolution 2 is passed, Mr Connelly will be re-elected and will continue to act as a Director.

If Resolution 2 is not passed, Mr Connelly will not be re-elected and will cease to act as a Director.

Resolution 2 is an ordinary resolution.

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

5.2 Qualifications – Mr Mark Connelly

Mr Connelly is an internationally experienced financial and commercial executive, with more than 30 years' experience in the ASX listed natural resources sector including in several senior management roles. He was the former Non-Executive Chair of Oklo Resources, where he worked successfully with several of the current Directors, prior to its takeover by B2Gold Corp in September 2022.

As the former Managing Director of Papillon Resources, Mr Connelly was instrumental in the US$570m merger with B2Gold Corp in October 2014. Prior to Papillon Resources, Mr Connelly was Chief Operations Officer of Endeavour Mining, following its merger with Adamus Resources Limited where he was Managing Director and CEO. Mr Connelly is a member of the Australian Institute of Company Directors (AICD), the Australian Institute of Management (AIMM) and the Society of Mining, Metallurgy and Exploration (SME).

5.3 Board Recommendation

The Board (excluding Mr Connelly) recommends that Shareholders vote in favour of Resolution 2.

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6 Resolution 3: Ratification of Hartree Options

6.1 Background

On 25 August 2025, the Company announced that it entered into a memorandum of understanding with Hartree MI UK Limited ( Hartree ), Allegiance Mining Pty Ltd and Avebury (Operating) Pty Ltd ( MOU ). Pursuant to the MOU:

(a) the Company would investigate commercial options for utiliisng the Averbury Nickel Mine and Plant to treat ore from Heemskirk through plant modifications required to enable tin processing, co-processing, toll treating and/or acquiring the project or any similar transaction, including the rights to explore for and/or exploit minerals on the tenements underlying the Averbury Nickel Mine; and
(b) the Company agreed to issue 40,000,000 Options to Hartree on the terms and conditions detailed in Schedule 2 ( Hartree Options ), without Shareholder approval under the Company's 15% Placement Capacity under Listing Rule 7.1.

Resolution 3 seeks Shareholder ratification and approval pursuant to Listing Rule 7.4 (and for all other purposes) for the prior issue of the Hartree Options.

Resolution 3 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

6.2 Listing Rules 7.1 and 7.4

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12-month period any Equity Securities, or other securities with rights to conversion to equity (such as an Option), if the number of those securities exceeds 15% of its fully paid ordinary issued capital at the commencement of that 12 month period ( 15% Placement Capacity ).

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

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

If Resolution 3 is passed, the issue of Hartree Options will be excluded in calculating the Company's 15% Placement Capacity under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Hartree Options.

If Resolution 3 is not passed, the issue of Hartree Options will be included in calculating the Company's 15% Placement Capacity under Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Hartree Options.

6.3 Specific information required by Listing Rule 7.5

The following information is provided in accordance with Listing Rule 7.5:

(a) the Hartree Options were issued to Hartree;
(b) 40,000,000 Hartree Options were issued to Hartree;

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(c) a summary of material terms attaching to the Hartree Options is set out in Schedule 2;
(d) the Hartree Options were issued on 24 September 2025;
(e) the Hartree Options were issued for nil consideration as they were issued in consideration for Hartree entering into the MOU;
(f) no funds were raised from the issue of the Hartree Options;
(g) the Hartree Options were issued under the MOU pursuant to which the Company would investigate commercial options for utiliisng the Averbury Nickel Mine and Plant to treat ore from Heemskirk through plant modifications required to enable tin processing, coprocessing, toll treating and/or acquiring the project or any similar transaction, including the rights to explore for and/or exploit minerals on the tenements underlying the Averbury Nickel Mine. The MOU is non-binding and is valid for a six month period from the date of signing; and
(h) a voting exclusion statement is included in the Notice for Resolution 3.

6.4 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3.

7 Resolution 4: Ratification Consideration Shares

7.1 Background

On 2 October 2025, the Company announced that it had entered into an agreement to acquire 100% of the Granite Tor Project (EL6/2023) ( Granite Tor Project ) from a private individual ( Granite Tor Vendor ).

The material terms of the Company's acquisition of the Granite Tor Project are as follows:

(a) the Company to pay $35,000 in cash to the Granite Tor Vendor within 7 days of confirmation by Mineral Resources Tasmania of the transfer of EL6/2023 to the Company;
(b) the Company to issue 6,000,000 Shares ( Consideration Shares ) to the Granite Tor Vendor within 5 days of completing (a) above ( Condition Precedent ), and such Shares to be subject to voluntary escrow for a period of 12 months;
(c) the Company to issue 2,000,000 Shares on achievement of a drill intersection of at least 2 metres at 1.0% Sn within EL6/2023; and
(d) standard conditions precedent for due diligence and receipt of all required shareholder and regulatory approvals (if any) apply.

Resolution 4 seeks Shareholder ratification and approval pursuant to Listing Rule 7.4 (and for all other purposes) for the prior agreement to issue the Consideration Shares.

Resolution 4 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 4.

7.2 Listing Rule 7.1

A summary of Listing Rule 7.1 and Listing Rule 7.4 is detailed in Section 6.2.

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If Resolution 4 is passed, the issue of Consideration Shares will be excluded in calculating the Company's 15% Placement Capacity under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the Consideration Shares.

If Resolution 4 is not passed, the issue of Consideration Shares will be included in calculating the Company's 15% Placement Capacity under Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Consideration Shares.

7.3 Specific information required by Listing Rule 7.5

The following information is provided in accordance with Listing Rule 7.5:

(a) the Company has agreed to issue the Consideration Shares to the Granite Tor Vendor (or its nominee(s));
(b) the Company has agreed to issue 6,000,000 Consideration Shares;
(c) the Consideration Shares are fully paid ordinary shares in the Company;
(d) the Company proposes to issue the Consideration Shares no later than three months after the date of the Meeting, subject to the satisfaction of the Condition Precedent. If the Consideration Shares are not issued within this timeframe, the Company will seek Shareholder approval again to ratify the prior agreement to issue the Consideration Shares at a later date or the Consideration Shares will be included in calculating the Company's 15% Placement Capacity under Listing Rule 7.1;
(e) the Consideration Shares are being issued for nil cash consideration as they are being issued as partial consideration for the Company's acquisition of the Granite Tor Project. Accordingly, no funds will be raised from the issue of the Consideration Shares;
(f) the material terms of the agreement relating to the acquisition of the Granite Tor Project are detailed in Section 7.1; and
(g) a voting exclusion statement is included in the Notice for Resolution 4.

7.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 4.

8 Resolution 5: Renewal of Equity Incentive Plan

8.1 Background

The Company's equity incentive plan known as the Stellar Resources Limited Equity Incentive Plan ( Equity Incentive Plan or the Plan ) enables the Company to issue Shares or grant Performance Rights and Options (and Shares upon the exercise or conversion of those Performance Rights and Options) ( Employee Incentives ) to Eligible Employees.

The Plan was last approved at the annual general meeting of the Company held on 8 November 2022 ( 2022 General Meeting ), and for the purposes of Listing Rule 7.2 (exception 13) is due to be renewed on 8 November 2025. Shareholders approved a maximum of 50,231,545 Employee Incentives to be issued under the Plan at the 2022 General Meeting.

The material terms of the Plan are summarised in Schedule 3.

Pursuant to the terms of the Plan, the Board may exercise its discretion to allow Eligible Employees who cease to be employed or engaged by the Group to retain and/or automatically vest all or a portion of any unvested Employee Incentives (as applicable) notwithstanding the

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circumstances in which the relevant Eligible Employees ceased to be employed or engaged by the Company. Refer to Schedule 3 for a summary of the circumstances in which the Board may exercise these discretions under the Plan.

Resolution 5 seeks Shareholder approval, pursuant to Listing Rule 7.2, exception 13(b), to renew the Plan and to enable Shares, Performance Rights and Options (and Shares upon conversion or exercise of those Performance Rights or Options) issued to Eligible Employees under the Plan to be exempted from Listing Rule 7.1 for a period of three years from the date on which Resolution 5 is passed.

The Company must seek separate Shareholder approval under Listing Rule 10.14 in respect of any future issues of Employee Incentives under the Plan to a Director or any other related party or person whose relationship with the Company, in ASX's opinion, such that approval should be obtained.

The Plan is intended to assist the Company to attract and retain key staff, whether employees or contractors. The Board believes that grants made to Eligible Employees under the Plan will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the Plan will:

(a) enable the Company to incentivise and retain existing Key Management Personnel and other eligible employees and contractors needed to achieve the Company's business objectives;
(b) enable the Company to recruit, incentivise and retain additional Key Management Personnel, and other eligible employees and contractors, needed to achieve the Company's business objectives;
(c) link the reward of key staff with the achievement of strategic goals and the long-term performance of the Company;
(d) align the financial interests of participants in the Plan with those of Shareholders; and
(e) provide incentives to participants under the Plan to focus on superior performance that creates Shareholder value.

Resolution 5 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 5.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 5, by returning the Proxy Form you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though Resolution 5 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

8.2 Listing Rule 7.1 and Listing Rule 7.2 (exception 13)

A summary of Listing Rule 7.1 is detailed in Section 6.2.

Listing Rule 7.2, exception 13 provides an exception to Listing Rule 7.1. The effect of Shareholder approval under Listing Rule 7.2, exception 13 is that any issues of Employee Incentives under the Plan are treated as having been made with the approval of Shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2, exception 13(b) lasts for a period of three years.

If Resolution 5 is passed, the Company will be able to issue Employee Incentives to Eligible Employees under the Plan without utilising any of the Company's 15% Placement Capacity. However, the Company will be required to seek Shareholder approval for the issue of any Employee Incentives under the Plan to eligible Directors pursuant to Listing Rule 10.14.

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If Resolution 5 is not passed, the Company may still issue Employee Incentives to Eligible Employees under the Plan but any issue will reduce, to that extent, the Company's 15% Placement Capacity for 12 months following the issue. However, the Company will be required to seek Shareholder approval for the issue of any Employee Incentives under the Plan to eligible Directors pursuant to Listing Rule 10.14.

8.3 Specific information required by Listing Rule 7.2 (exception 13)

The following information is provided in accordance with Listing Rule 7.2, exception 13:

(a) the material terms of the Plan are summarised in Schedule 3;
(b) since the Plan was last renewed at the 2022 General Meeting, a total of nil Shares, 82,280,625 Performance Rights (of which 58,280,625 Performance Rights were approved for issue to Directors pursuant to Listing Rule 10.14) and 22,500,000 Options (of which 6,000,000 were approved for issue to Directors pursuant to Listing Rule 10.14) have been issued under the Plan;
(c) the maximum number of Employee Incentives the Company may issue under the Plan following Shareholder approval is 113,768,778 Employee Incentives, being no more than 5% of the total number of Shares on issue at the date of the Notice; and
(d) a voting exclusion statement is included in the Notice for Resolution 5.

8.4 Board recommendation

The Board is excluded from voting on Resolution 5 pursuant to the Listing Rules as they are eligible to participate under the Plan. Accordingly, the Board declines to make a recommendation to Shareholders on Resolution 5.

9 Resolutions 6: Issue of Performance Rights to a Director – Mr Simon Taylor

9.1 Background

Resolution 6 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the issue of up to 21,800,000 Performance Rights to Mr Taylor (and/or his nominee(s)) as part of the long-term incentive component of his remuneration as a Director of the Company.

The Company is progressing a Prefeasibility Study ( PFS ) to explore the potential of a significantly larger production output in relation to the Heemskirk Project. The decision to increase the scale of the PFS was the direct result of a positive Scoping Study on a smaller scale project completed in 2024. The Company previously issued Performance Rights on a smaller scale PFS over a shorter time period prior to receiving the results of the Scoping Study and as such a majority of those Performance Rights have already expired. The significant change to the scale of the Heemskirk Project being investigated in the PFS requires an additional amount of drilling and study work over an increased period of time. In light of the Company’s present circumstances, the Board considers that the grant of these Performance Rights (in addition to those Performance Rights issued to Mr Taylor on 22 August 2024, a portion of which have already expired) is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Taylor and is consistent with the strategic goals and targets of the Company.

Mr Taylor was appointed as a Director of the Company on 24 December 2019, and was appointed as Managing Director and Chief Executive Officer on 17 September 2024. Details of Mr Taylor's qualifications and experience are set out in the Annual Report.

Resolution 6 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 6.

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If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 6, by returning the Proxy Form you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though Resolution 6 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

9.2 Vesting Conditions

The Company has set performance criteria for these Performance Rights to ensure that they only vest in accordance with short-term service-based conditions or upon achievement of fundamental milestones that will drive the long-term value of the Company’s Equity Securities. The Performance Rights will be granted to Mr Taylor (and/or his nominee(s)) with the following performance criteria and expiry dates.

Tranche	Vesting Conditions	Vesting Conditions	Expiry Date	Number of Performance Rights
Project Incentive
1.	JORC Compliant Mineral Reserve The Company delineating and announcing a Mineral Reserve at the Heemskirk Tin Project in accordance with the JORC Code, provided Mr Simon Taylor remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.		4 years from the date of issue	3,300,000
2.	Successful pre-feasibility study (“PFS”) Successful PFS (measured by an internal rate of return greater than 25%) for the Heemskirk Tin Project, provided Mr Simon Taylor remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.		4 years from the date of issue	4,000,000
3.	Mining Approvals Company announcing it has received all regulatory approvals, including completion of EIA, to commence mining over any of the area comprising the Heemskirk Tin Project, provided Mr Simon Taylor remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.		4 years from the date of issue	9,800,000
Long-Term Shareholder Reward
4.		Subject to the pro rata vesting as detailed below, the Company achieving a 20-day VWAP of 5.2 cents for the Company’s Shares on or before 30 June 2028 (“Vesting Date”), provided Mr Simon Taylor remains employed or engaged by Group for a continuous period of two years from the date of issue.	30 June 2028	4,700,000

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This tranche of Performance Rights will be eligible to vest and become exercisable into Shares, assuming the relevant performance hurdles are met on or before 30 June 2028 (including satisfying the continuous service condition). The VWAP hurdle target base price has been set based on the 30-day VWAP of $0.026 (2.6 cents) per Share for the period ending 14 October 2025. The Performance Rights that vest and become exercisable into Shares as per the share price vesting schedule set out below:

• 50% of Performance Rights to be issued on achievement of 40% increase to the 20-day VWAP being 3.6 cents; • 100% of Performance Rights to be issued on achievement of 100% increase to the 20-day VWAP being 5.2 cents; and • the difference between 50% and 100% based on a sliding scale between 3.6 cents and 5.2 cents.

The terms and conditions of the Performance Rights to be granted to Mr Taylor (and/or his nominee(s)) are summarised in Schedule 4.

9.3 Sections 208 and 211 of the Corporations Act

In accordance with section 208 of the Corporations Act, the Company must obtain Shareholder approval to give a financial benefit to a related party unless an exception applies. A "related party" includes a Director of the Company and "giving a financial benefit" is interpreted broadly.

Section 211 of the Corporations Act provides an exception to the requirement to obtain Shareholder approval for giving a financial benefit if:

(a) the benefit is remuneration of a related party as an officer (including a Director) of the Company; and
(b) to give the remuneration would be reasonable given the circumstances.

The Board (excluding Mr Taylor and Mr Boyd) considers that the proposed issue of Performance Rights to Mr Taylor (and/or his nominee(s)) is reasonable in all the circumstances and that the exception in section 211 of the Corporations Act applies. Accordingly, the Board (excluding Mr Taylor and Mr Boyd) considers that Shareholder approval under section 208 of the Corporations Act is not required for the issue of Performance Rights to Mr Taylor (and/or his nominee(s)).

9.4 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue Equity Securities to a related party of the Company unless it obtains Shareholder approval. The issue of Performance Rights to Mr Taylor (and/or his nominee(s)) falls within Listing Rule 10.11.1, as Mr Taylor is a Director and therefore requires the approval of Shareholders under Listing Rule 10.11.

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Resolution 6 seeks the required Shareholder approval, pursuant to Listing Rule 10.11, for the proposed issue of Performance Rights to Mr Taylor (and/or his nominee(s)) as he is a Director.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Performance Rights to Mr Taylor (and/or his nominee(s)) pursuant to Resolution 6 will not reduce the Company's 15% Placement Capacity for the purposes of Listing Rule 7.1.

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr Taylor (and/or his nominee(s)).

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mr Taylor (and/or his nominee(s)) and may consider alternative forms of remuneration for Mr Taylor in lieu of such issue.

9.5 Specific information required by Listing Rule 10.13

The following information is provided in accordance with Listing Rule 10.13:

(a) 21,800,000 Performance Rights will be granted to Mr Taylor, Managing Director and Chief Executive Officer (and/or his nominee(s));
(b) Mr Taylor is a Director and a related party under Listing Rule 10.11.1;
(c) the maximum number of Performance Rights to be granted to Mr Taylor (and/or his nominee(s)) is 21,800,000 Performance Rights, noting that the actual number of Performance Rights that vest is dependent on the achievement of the vesting conditions as described in Section 9.2 above;
(d) the material terms of the Performance Rights are detailed in Schedule 4;
(e) the Company will grant the Performance Rights no later than one month after the date of the Meeting;
(f) the Performance Rights will be granted for nil consideration and no funds are being raised from the issue of the Performance Rights;
(g) the Performance Rights are being issued as a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Taylor and is considered by the Board to be consistent with the strategic goals and targets of the Company;
(h) Mr Taylor's current remuneration includes the following:

	Base Salary ($)	Superannuation ($)	Long Service Leave ($)	Share- Based Payments Equity Settled ($)	Total ($)
Simon Taylor	310,624	34,656	2,566	96,976	444,821

(i) there is no agreement associated with the grant of the Performance Rights; and
(j) a voting exclusion statement is included in the Notice for the purposes of Resolution 6.

9.6 Board recommendation

The Board (excluding Mr Taylor and Mr Boyd) recommends that Shareholders vote in favour of Resolution 6.

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10 Resolution 7: Issue of Performance Rights to a Director – Mr Andrew Boyd

10.1 Background

Resolution 7 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the issue of up to 16,600,000 Performance Rights to Mr Boyd (and/or his nominee(s)) as part of the long-term incentive component of his remuneration as a Director of the Company.

The Company is progressing a PFS to explore the potential of a significantly larger production output in relation to the Heemskirk Project. The decision to increase the scale of the PFS was the direct result of a positive Scoping Study on a smaller scale project completed in 2024. The Company previously issued Performance Rights on a smaller scale PFS over a shorter time period prior to receiving the results of the Scoping Study and as such a majority of those Performance Rights have already expired. The significant change to the scale of the Heemskirk Project being investigated in the PFS requires an additional amount of drilling and study work over an increased period of time. In light of the Company’s present circumstances, the Board considers that the grant of these Performance Rights (in addition to those Performance Rights issued to Mr Boyd on 22 August 2024, a portion of which have already expired) is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Boyd and is consistent with the strategic goals and targets of the Company.

Mr Boyd was appointed as a Director of the Company on 30 November 2025. Details of Mr Boyd's qualifications and experience are set out in the Annual Report.

Resolution 7 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 7.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 7, by returning the Proxy Form you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though Resolution 7 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

10.2 Vesting Conditions

The Company has set performance criteria for these Performance Rights to ensure that they only vest in accordance with short-term service-based conditions or upon achievement of fundamental milestones that will drive the long-term value of the Company’s Equity Securities. The Performance Rights will be granted to Mr Boyd (and/or his nominee(s)) with the following performance criteria and expiry dates.

Tranche	Vesting Conditions	Expiry Date	Number of Performance Rights
Project Incentive
1.	JORC Compliant Mineral Reserve The Company delineating and announcing a Mineral Reserve at the Heemskirk Tin Project in accordance with the JORC Code, provided Mr Andrew Boyd remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.	4 years from the date of issue	2,600,000
2.	Successful pre-feasibility study (“PFS”) Successful PFS (measured by an internal rate of return greater than	4 years from the date of issue	3,200,000

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	25%) for the Heemskirk Tin Project prepared, provided Mr Andrew Boyd remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.	25%) for the Heemskirk Tin Project prepared, provided Mr Andrew Boyd remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.
3.	Mining Approvals Company announcing it has received all regulatory approvals, including completion of EIA, to commence mining over any of the area comprising the Heemskirk Tin Project, provided Mr Andrew Boyd remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.		4 years from the date of issue	7,800,000
Long-Term Shareholder Reward
4.		Subject to the pro rata vesting as detailed below, the Company achieving a 20-day VWAP of 5.2 cents for the Company’s Shares on or before 30 June 2028 (“Vesting Date”), provided Mr Andrew Boyd remains employed or engaged by the Group for a continuous period of two years from the date of issue. This tranche of Performance Rights will be eligible to vest and become exercisable into Shares, assuming the relevant performance hurdles are met on or before 30 June 2028 (including satisfying the continuous service condition). The VWAP hurdle target base price has been set based on the 30-day VWAP of $0.026 (2.6 cents) per Share for the period ending 14 October 2025. The Performance Rights that vest and become exercisable into Shares as per the share price vesting schedule set out below: • 50% of Performance Rights to be issued on achievement of 40% increase to the 20-day VWAP being 3.6 cents; • 100% of Performance Rights to be issued on achievement of 100% increase to the 20-day VWAP being 5.2 cents; and • the difference between 50% and 100% based on a sliding scale between 3.6 cents and 5.2 cents.	30 June 2028	3,000,000

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The terms and conditions of the Performance Rights to be granted to Mr Boyd (and/or his nominee(s)) are summarised in Schedule 4.

10.3 Sections 208 and 211 of the Corporations Act

A summary of sections 208 and 211 of the Corporations Act are detailed in Section 9.3.

The Board (excluding Mr Taylor and Mr Boyd) considers that the proposed issue of Performance Rights to Mr Boyd (and/or his nominee(s)) is reasonable in all the circumstances and that the exception in section 211 of the Corporations Act applies. Accordingly, the Board (excluding Mr Taylor and Mr Boyd) considers that Shareholder approval under section 208 of the Corporations Act is not required for the issue of Performance Rights to Mr Boyd (and/or his nominee(s)).

10.4 Listing Rule 10.11

A summary of Listing Rule 10.11 is detailed in Section 9.4.

Resolution 7 seeks the required Shareholder approval, pursuant to Listing Rule 10.11, for the proposed issue of Performance Rights to Mr Boyd (and/or his nominee(s)) as he is a Director.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Performance Rights to Mr Boyd (and/or his nominee(s)) pursuant to Resolution 7 will not reduce the Company's 15% Placement Capacity for the purposes of Listing Rule 7.1.

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr Boyd (and/or his nominee(s)).

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mr Boyd (and/or his nominee(s)) and may consider alternative forms of remuneration for Mr Boyd in lieu of such issue.

10.5 Specific information required by Listing Rule 10.13

The following information is provided in accordance with Listing Rule 10.13:

(a) 16,600,000 Performance Rights will be granted to Mr Boyd, Executive Director (and/or his nominee(s));
(b) Mr Boyd is a Director and a related party under Listing Rule 10.11.1;
(c) the maximum number of Performance Rights to be granted to Mr Boyd (and/or his nominee(s)) is 16,600,000 Performance Rights, noting that the actual number of Performance Rights that vest is dependent on the achievement of the vesting conditions as described in Section 9.2 above;
(d) the material terms of the Performance Rights are detailed in Schedule 4;
(e) the Company will grant the Performance Rights no later than one month after the date of the Meeting;
(f) the Performance Rights will be granted for nil consideration and no funds are being raised from the issue of the Performance Rights;
(g) the Performance Rights are being issued as a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Boyd and is considered by the Board to be consistent with the strategic goals and targets of the Company;

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(h) Mr Boyd's current remuneration includes the following:

	Base Salary ($)	Superannuation ($)	Long Service Leave ($)	Share- Based Payments Equity Settled ($)	Total ($)
Andrew Boyd	273,908	30,304	2,198	76,320	382,729

(i) there is no agreement associated with the grant of the Performance Rights; and
(j) a voting exclusion statement is included in the Notice for the purposes of Resolution 7.

10.6 Board recommendation

The Board (excluding Mr Taylor and Mr Boyd) recommends that Shareholders vote in favour of Resolution 7.

11 Resolutions 8 and 9: Approval of Potential Termination Benefits – Messrs Simon Taylor and Andrew Boyd

11.1 General

The Company proposes to issue various Performance Rights to Messrs. Taylor and Boyd, the subject of Resolutions 6 and 7 (respectively).

The Company seeks Shareholder approval to (without limitation) allow the Company to give certain termination benefits inherent in, or resulting from, the Performance Rights the subject of Resolutions 6 and 7 (respectively) to Messrs Taylor or Boyd (as applicable).

Resolution 8 seeks Shareholder approval in accordance with Listing Rule 10.19 and Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) to allow the Company to give certain termination benefits to Mr Taylor in connection with him ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Group.

Resolution 9 seeks Shareholder approval in accordance with Listing Rule 10.19 and Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) to allow the Company to give certain termination benefits to Mr Boyd in connection with him ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Group.

Resolutions 8 and 9 are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 8 and 9.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolutions 8 and 9, by returning the Proxy Form you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though Resolutions 8 and 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

11.2 Section 200B of the Corporations Act

In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's retirement from a managerial or executive office, the Company must obtain Shareholder approval in the manner set out in section 200E of the Corporations Act.

Section 200B of the Corporations Act applies where the benefit is given to, among other persons, a person whose details were included in the Director's Report for the previous financial year. The details of Messrs Taylor and Boyd are included in the Director's Report for the 2025 financial year.

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

The benefits for which approval is sought under Resolutions 8 and 9 includes benefits that result from the Board exercising the discretions conferred under the terms and conditions of the Performance Rights, as detailed in Schedule 4. In particular, the Board will have the discretion to determine that, when Mr Taylor or Mr Boyd (as applicable) is a Leaver (as defined in Schedule 4), some or all of the Performance Rights will not lapse at that time (if they would otherwise lapse), and/or such Performance Rights may vest or be retained.

Once of the benefits for which approval is being sought under Resolutions 8 and 9 is the potential issue or transfer of Shares to Mr Taylor or Mr Boyd (as applicable) upon conversion of the Performance Rights as a result of the Board exercising a discretion to vest or retain the Performance Rights as a termination benefit.

The Company is therefore seeking Shareholder approval under section 200B of the Corporations Act in connection with the potential vesting of the Performance Rights proposed to be issued to Mr Taylor (the subject of Resolution 6) and Mr Boyd (the subject of Resolution 7).

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

The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval for the purposes of section 200E of the Corporations Act:

(a) The value of the benefit relating to the Performance Rights held by Mr Taylor and Mr Boyd (as applicable) (and/or their respective nominee(s)) which may arise in connection with their retirement from a managerial or executive office cannot presently be ascertained. However, matters, events and circumstances that will, or are likely to affect the calculation of that value include:
(i) the number of Performance Rights held prior to ceasing employment;
(ii) the outstanding conditions (if any) of vesting of the Performance Rights and the number that the Board determines to vest, lapse or leave on foot;
(iii) the applicable performance measures and the achievement of such measures;
(iv) the portion of the relevant performance period for the Performance Rights that have expired at the time Mr Taylor or Mr Boyd (as applicable) ceases to be employed or engaged by the Group;
(v) the circumstances of, or reasons for, ceasing employment with the Group;
(vi) the length of service with the Group and performance over that period of time;
(vii) any other factors that the Board determines to be relevant when exercising its discretion to provide potential termination benefits to Mr Taylor or Mr Boyd (as applicable);
(viii) the market price of the Shares on ASX at the relevant time when the amount or value of the Performance Right is determined;
(ix) any changes in law; and
(x) the risk-free rate of return in Australia and the estimated volatility of Shares on ASX at the relevant time.

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(b) The Company will calculate the value of the benefit at the relevant time based on the above factors and using the Black Scholes or another appropriate pricing model to value the Performance Rights.

11.4 Listing Rule 10.19

Shareholder approval of the benefits that may be given to Mr Taylor and Mr Boyd (and/or their respective nominee(s)) by virtue of the vesting of the Performance Rights the subject of upon termination or cessation of Mr Taylor's or Mr Boyd's (as applicable) employment is sought under Listing Rule 10.19.

Listing Rule 10.19 provides that without approval of shareholders, an entity must ensure that no officer of the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that may become payable to all officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules ( 5% Threshold ). For the purposes of the Listing Rules, termination benefits include payments, property and advantages that are receivable on termination of engagement, which include the proposed grant of the Performance Rights the subject of Resolutions 6 and 7 (respectively).

Depending upon the value of the termination benefits associated with the Performance Rights the subject of Resolutions 6 and 7 (respectively) and based on factors including the Board exercising its discretion to allow the Performance Rights to vest and/or be retained upon Mr Taylor's or Mr Boyd's termination or cessation of employment with the Group and the equity interests of the Company at the time such benefits may crystallise, the value of the vested and/or retained Performance Rights may exceed the 5% Threshold. Accordingly, the Company is also seeking approval for the purposes of Listing Rule 10.19.

If Resolutions 8 and 9 are passed, the Company will be able to provide termination benefits which may exceed the 5% Threshold to Mr Taylor or Mr Boyd (and/or their nominee(s)) (as applicable) by virtue of the grant of the Performance Rights the subject of Resolutions 6 and 7 (respectively) and (if applicable) any future exercise of the Performance Rights into Shares.

If Resolutions 8 and 9 are not passed, the Company will not be able to provide termination benefits to Mr Taylor or Mr Boyd (and/or their nominee(s)) (as applicable) where those termination benefits along with termination benefits payable to all officers together exceed the 5% Threshold.

11.5 Board recommendation

The Board (other than Messrs Taylor and Boyd, due to their respective interests in Resolutions 8 and 9) recommends that Shareholders vote in favour of Resolutions 8 and 9.

12 Resolution 10: Approval of 10% Placement Facility

12.1 General

Listing Rule 7.1A enables an Eligible Entity (term defined below) to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% Placement Capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A, is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less ( Eligible Entity ). The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $65.99 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 20 October 2025).

Pursuant to Resolution 10, the Company is seeking Shareholder approval to issue Equity Securities under the 10% Placement Facility. The number of Equity Securities to be issued under

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the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 12.2(c)).

If Resolution 10 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12-month period after the annual general meeting, in addition to the Company’s 15% Placement Capacity under Listing Rule 7.1.

If Resolution 10 is not passed, the Company will not be able to access the 10% Placement Facility to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% Placement Capacity under Listing Rule 7.1.

Resolution 10 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairperson intends to exercise all available proxies in favour of Resolution 10.

12.2 Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one quoted class of Equity Securities, being Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of Shares on issue at the commencement of the Relevant Period:

(A) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
(I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
(II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
(C) plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

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(I) the agreement was entered into before the commencement of the relevant period; or
(II) the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4
(D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;
(E) plus the number of partly paid ordinary shares that became fully paid in the relevant period; and
(F) less the number of Shares cancelled in the relevant period.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% Placement Capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% Placement Capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 2,275,375,568 Shares and therefore has a capacity to issue:

(i) 341,306,335 Equity Securities under Listing Rule 7.1, assuming Resolutions 3 and 4 are passed; and
(ii) subject to Shareholder approval being sought under Resolution 10, 227,537,557 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 12.2(c)).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 12.2(e)(i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

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(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(ii) the time and date of the entity’s next annual general meeting; or
(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(the 10% Placement Period ).

12.3 Effect of Resolution

The effect of Resolution 10 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% Placement Capacity under Listing Rule 7.1.

12.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 12.4(a)(i) above, the date on which the Equity Securities are issued.
(b) If Resolution 10 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
(c) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice.
(d) The table also shows:
(i) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

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(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2		Dilution
		$0.015 50% decrease in Issue Price	$0.029 Issue Price	$0.058 100% increase in Issue Price
Current Variable A 2,275,375,568 Shares	10% Voting Dilution	227,537,557 Shares	227,537,557 Shares	227,537,557 Shares
	Funds raised	$3,299,295	$6,598,589	$13,197,178
50% increase in current Variable A 3,413,063,352 Shares	10% Voting Dilution	341,306,335 Shares	341,306,335 Shares	341,306,335 Shares
	Funds raised	$4,948,942	$9,897,884	$19,795,767
100% increase in current Variable A 4,550,751,136 Shares	10% Voting Dilution	455,075,114 Shares	455,075,114 Shares	455,075,114 Shares
	Funds raised	$6,598,589	$13,197,178	$26,394,357

The table has been prepared on the following assumptions:

(iii) the Company issues the maximum number of Equity Securities available under the 10% Placement Facility;
(iv) no options (including any options issued under the 10% Placement Facility) or performance rights are exercised into Shares before the date of the issue of the Equity Securities;
(v) 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%;
(vi) the table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting;
(vii) the table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% Placement Capacity under Listing Rule 7.1;
(viii) the issue of Equity Securities under the 10% Placement Facility consists only of Shares; and
(ix) the issue price is $0.029, being the closing price of Shares on ASX on 20 October 2025.

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(e) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 10 for the issue of the Equity Securities will cease to be valid on the earlier of:
(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(ii) the time and date of the entity's next annual general meeting; or
(iii) the time and date that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
(f) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards the acquisition of new assets or investments (including expenses associated with such an acquisition), continued exploration and development activities on the Company's current assets and/or general working capital.
(g) The Company will comply with the disclosure obligations under Listing Rules 3.10.3 and 7.1A.4 upon issue of any Equity Securities.
(h) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the subscribers of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issues in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(i) The subscribers under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.
(j) In the 12 months preceding the date of the Meeting the Company did not issue any Equity Securities under Listing Rule 7.1A.2.
(k) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 12 November 2024, but has not issued any Equity Securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the Meeting.
(l) A voting exclusion statement is included in the Notice for Resolution 10.
(m) At the date of the Notice, the Company is not proposing to make an issue of the Equity Securities and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

12.5 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 10.

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Schedule 1

Definitions

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

$ means Australian Dollars.

5% Threshold has the meaning given to that term in Section 11.4.

10% Placement Facility has the meaning given to that term in Section 12.1.

10% Placement Period has the meaning given to that term in Section 12.2.

15% Placement Capacity has the meaning given to that term in Section 6.2.

2022 General Meeting has the meaning given to that term in Section 8.1.

AEDT means Australian Eastern Daylight Time, being the time in Sydney, New South Wales.

Annual Report means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2025.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Auditor's Report means the Auditor's report on the Financial Report.

Board means the board of Directors of the Company.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company means Stellar Resources Limited ACN 108 758 961.

Condition Precedent has the meaning given to that term in Section 7.1.

Consideration Shares has the meaning given to that term in Section 7.1.

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

EIA means Environmental Impact Assessment.

Eligible Employee means an employee whom the Board determines is to be issued (or transferred) Shares, Options or Performance Rights under the Plan.

Employee Incentives has the meaning given to that term in Section 8.1.

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Equity Incentive Plan or the Plan means the Equity Incentive Plan adopted by Shareholders at the annual general meeting held on 8 November 2022.

Equity Securities has the meaning given to that term in the Listing Rules.

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

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Granite Tor Project has the meaning given to that term in Section 7.1.

Granite Tor Vendor has the meaning given to that term in Section 7.1.

Group means the Company and its subsidiaries.

Hartree means Hartree MI UK Limited.

Hartree Options has the meaning given to that term in Section 6.1.

JORC Code means Joint Ore Reserves Committee Australian Code (2012) for reporting of Mineral Resources and Ore Resources.

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.

Meeting or AGM or Annual General Meeting has the meaning given to that term in the introductory paragraph of the Notice.

MOU means the memorandum of understanding with between Hartree, Allegiance Mining Pty Ltd and Avebury (Operating) Pty Ltd dated 25 August 2025.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

Office means office as a Director.

Option means an option which entitles the holder to subscribe for a Share.

Performance Right means a right to a Share subject to the satisfaction (or waiver) of any applicable vesting conditions.

PFS has the meaning given to that term in Section 9.1.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means a resolution proposed pursuant to the Notice.

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Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Shareholder means a registered holder of one or more Shares.

Strike has the meaning given to that term in Section 4.1.

Termination Event means where Avebury (Operating) Pty Ltd enters into an exclusivity arrangement with a third party, or enters into a binding agreement with a third party which requires Avebury (Operating) Pty Ltd to abandon or otherwise fail to proceed with the proposed transaction(s) contemplated in the MOU.

Trading Days has the meaning given in the Listing Rules.

VWAP means volume weighted average price.

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Schedule 2

Terms and Conditions of Hartree Options

1 Entitlement

(a) Upon signing the MOU, the Company agreed to issue 40 million options ( Hartree Option ) to Hartree (or its nominee) ( Holder ).
(b) Each Hartree Option entitles the Holder to subscribe for, or to be transferred, one fully paid ordinary share in the Company ( Share ) on payment of the Exercise Price.

2 Exercise Price

The exercise price is $0.0225 per Hartree Option ( Exercise Price ).

3 Exercise Period and Expiry Date

(a) Each Hartree Option will expire on the earlier to occur of:
(i) 5:00pm (AWST) on the date that is two years from the date of issue; and
(ii) the date the MOU terminates in accordance with clause 9(b) of the MOU (termination upon the occurrence of a Termination Event); and
(iii) the Hartree Option lapsing or being forfeited under these Terms and Conditions,

( Expiry Date ). For the avoidance of doubt, any unexercised Hartree Options will automatically lapse at 5:00pm (AWST) on the date that is two years from the date of issue.

(b) Hartree Options may be exercised at any time prior to the Expiry Date ( Exercise Period ).

4 Exercise of Options

Hartree Options are exercisable by the Holder within the Exercise Period, subject to the Holder delivering to the registered office of the Company or such other address as determined by the Board:

(a) a signed Notice of Exercise (in the form provided in the MOU); and
(b) a cheque or cash or such other form of payment determined by the Board in its sole and absolute discretion as satisfactory for the amount of the Exercise Price.

5 No Issue Unless Cleared Funds

Where a cheque is presented as payment of the Exercise Price on the exercise of Hartree Options, the Company will not, unless otherwise determined by the Board, allot and issue or transfer Shares until after any cheque delivered in payment of the Exercise Price has been cleared by the banking system.

6 Minimum Exercise

Hartree Options must be exercised in multiples of one thousand (1,000) unless fewer than one thousand (1,000) Hartree Options are held by a Holder or the Board otherwise agrees.

7 Actions on Exercise

Following the exercise of Hartree Options:

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(a) the Hartree Options will automatically lapse; and
(b) the Company will allot and issue, or transfer, the number of Shares for which the Holder is entitled to subscribe for or acquire through the exercise of the Hartree Options.

8 Timing of the Issue of Shares on Exercise and Quotation

Within five Business Days after receipt of a Notice of Exercise given in accordance with these Terms and Conditions and payment of the Exercise Price for each Hartree Option being exercised the Company will:

(a) allot and issue the Shares pursuant to the exercise of the Hartree Options; and
(b) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Hartree Options.

9 Cleansing Notice

The Company must either:

(a) within 5 Business Days of any issue of Shares under paragraph 8(a) above, provide ASX with a written notice pursuant to section 708A(5) of the Corporations Act meeting the requirements of section 708A(6) of the Corporations Act, in a form, and containing the information, that is sufficient to permit secondary trading on the ASX of those Shares ( Cleansing Statement ); or
(b) where unable to issue a Cleansing Statement, as soon as reasonably practicable and in any event within 15 Business Days of the issues of the Shares under paragraph 8(a) above, issue a prospectus or other form of disclosure document to enable those Shares to be freely on-sold.

10 Shares Issued on Exercise

Shares issued on the exercise of the Hartree Options rank equally with all existing Shares.

11 Quotation of the Shares Issued on Exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Hartree Options.

12 Adjustment for Reorganisation

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

13 Participant in New Issues and Other Rights

A Holder is not entitled to:

(a) notice of, or to vote or attend at, a meeting of the shareholders of the Company;
(b) receive any dividends declared by the Company; or
(c) participate in any new issues of securities offered to shareholders of the Company during the term of the Hartree Options,

unless and until the Hartree Options are exercised and the Holder holds Shares.

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14 Adjustment for Rights Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (except a bonus issue) the Exercise Price of a Hartree Option will be reduced according to the following formula:

New exercise price = O - (E[P-(S+D)] divided by N+1)

O = the old Exercise Price of the Hartree Option.
E = the number of underlying Shares into which one Hartree Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the five trading days ending on the day before the ex-rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

15 Adjustment for Bonus Issue of Shares

If the Company makes a bonus issue of Shares or other securities to existing shareholders:

(a) the number of Shares which must be issued on the exercise of a Hartree Option will be increased by the number of Shares which the Holder would have received if the Holder had exercised the Hartree Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

16 Change of Control

(a) For the purposes of these Terms and Conditions, a Change of Control Event occurs if:
(i) the Company announces that its shareholders have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(ii) a Takeover Bid (as defined in the Corporations Act):
- (A) is announced;
- (B) has become unconditional; and
- (C) the person making the Takeover Bid has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares;
(iii) any person acquires a Relevant Interest (as defined in the Corporations Act) in fifty and one tenths (50.1%) or more of the issued Shares by any other means; or
(iv) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

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(b) Where a Change of Control Event has occurred or, in the opinion of the Board, there is a state of affairs that will or is likely to result in a Change of Control Event occurring if the Board has procured an offer for all holders of Hartree Options on like terms (having regard to the nature and value of the Hartree Options) to the terms proposed under the Change of Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Hartree Options may elect to accept the offer and, if the Holder has not so elected at the end of that offer period, the Hartree Options, if not exercised within 10 days of the end of that offer period, shall expire.

17 Quotation

The Company will not seek official quotation of any Hartree Options.

18 Hartree Options to be Recorded

Hartree Options will be recorded in the appropriate register of the Company.

19 Hartree Options Transferrable

(a) The Hartree Options must not be transferred without the prior consent of the Company, unless the transfer:
(i) is to a "related body corporate" (as defined in the Corporations Act) of Hartree; and
(ii) does not require disclosure to investors under Part 6D.2 of the Corporations Act.
(b) If a transfer of the Hartree Options is permitted under this paragraph 19 (including as a result of the Company's prior consent), the Hartree Options may be transferred under a duly executed instrument of transfer in any usual or common form or such other form approved by the Company (acting reasonably), and at which time the Company will reflect the transfer in the Hartree Options register and issue a new option certificate in respect of the transferred Hartree Options in the name of the transferee (and, if applicable, in the name of the transferor if the transferor will retain Hartree Options in its own name).

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Schedule 3

Summary of Equity Incentive Plan

A summary of material terms and conditions of the Company's Equity Incentive Plan is set out below. For full details of the Equity Incentive Plan, please refer to the Plan itself which is available on the Company's website at https://www.stellarresources.com.au/corporate/corporate-governance/.

1 The Plan sets out the framework for the offer of Shares, Options, Performance Rights or loan funded shares, and is typical for a document of this nature.
2 In making its decision to issue Shares, Options or Performance Rights, the Board may decide the number of securities and the vesting conditions which are to apply in respect of the securities. The Board has broad flexibility to issue Shares, Options or Performance Rights having regard to a range of potential vesting criteria and conditions.
3 In certain circumstances, unvested Options or Performance Rights will immediately lapse and any unvested Shares held by the participant will be forfeited if the relevant person is a “bad leaver” as distinct from a “good leaver”.
4 If a participant acts fraudulently or dishonestly or is in breach of their obligations to the Group, the Board may determine that any unvested Performance Rights or Options held by the participant immediately lapse and that any unvested Shares held by the participant be forfeited.
5 In certain circumstances, Shares, Performance Rights or Options can vest early, including following a change of control or other events of a similar nature. For the purposes of this rule, a relevant control event occurs in a number of scenarios as outlined within the plan.
6 The total number of Shares that would be issued if each Option, Performance Right and Share under the Plan is exercised or vested (as applicable), plus the number of Shares issued in the previous three years under the Plan, must not, subject to certain prescribed exemptions, at any time, exceed 5% of the total number of the Company’s Shares on issue. Shares issued under the Plan will rank equally in all respects with other Shares and the Company must apply for the quotation of such Shares on the ASX.
7 The Board has discretion to impose restrictions (except to the extent prohibited by law or the ASX Listing Rules) on Shares issued or transferred to a participant on vesting of an Option or a Performance Right, and the Company may implement appropriate procedures to restrict a participant from so dealing in the Shares.
8 In respect of vested Options or Performance Rights, if the Board becomes aware of an event which would have resulted in vesting criteria not being satisfied, such as a material misstatement in the Company’s financial statements during the vesting period, any affected vested Options or Rights may be cancelled for no consideration.
9 The Plan allows for a cashless exercise of Options or Rights where the Board may permit the participant to exercise Options or Rights by way of a cashless exercise.
10 In the event of any reorganisation of the issued capital of the Company on, or prior to, the expiry of the Performance Rights or Options, the rights of the relevant security holder can be changed in the discretion of the Board, including to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.
11 The Board is granted a certain level of discretion under the Plan, including the power to amend the rules under which the Plan is governed and to waive vesting conditions, forfeiture conditions or disposal restrictions.

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Schedule 4

Terms and Conditions of Performance Rights

1 Grantor

The grantor of the Performance Rights is Stellar Resources Limited (the Company ).

2 Offer of Performance Rights

Each Performance Right confers an entitlement on the holder of the Performance Right ( Holder ) to be provided with one Share, credited as fully paid, at no cost, upon the full satisfaction of the Vesting Conditions specified by the Board in relation to that Performance Right.

3 No Payment on grant

The Holder is not required to pay any amount to the Company for the grant of a Performance Right or any issue of Shares thereunder.

4 Term and Expiry

(a) Each Performance Right will come into effect upon grant and each Performance Right that is not exercised will expire on the earlier of:
(i) 5:00pm (AEDT) on the expiry date by tranche as listed in the Vesting Conditions below ( Expiry Date );
(ii) the Performance Right is cancelled in accordance with its terms; and
(iii) the Board determines (acting reasonably) that it is impossible for the Vesting Condition for that Performance Right to be met.
(b) If the Holder is prohibited from exercising vested Performance Rights under any applicable law on or in the 10 business days before the Expiry Date, the Expiry Date for the Performance Rights is automatically extended to the date that is five business days after the Holder is no longer prohibited under any applicable law from exercising the Performance Rights.

5 Vesting Conditions

The Performance Rights are subject to the following conditions, each of which constitutes a Vesting Condition:

Tranche	Vesting Conditions	Expiry Date	Number of Performance Rights	Director entitled to the Performance Rights
Project Incentive
1.	JORC Compliant Mineral Reserve The Company delineating and announcing a Mineral Reserve at the Heemskirk Tin Project in	4 years from the date of issue	3,300,000	Simon Taylor

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	accordance with the JORC Code, provided Mr Simon Taylor or Mr Andrew Boyd (as applicable) remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.	accordance with the JORC Code, provided Mr Simon Taylor or Mr Andrew Boyd (as applicable) remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.		2,600,000	Andrew Boyd
2.	Successful pre-feasibility study (“PFS”) Successful PFS (measured by an internal rate of return greater than 25%) for the Heemskirk Tin Project, provided Mr Simon Taylor or Mr Andrew Boyd (as applicable) remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.		4 years from the date of issue	4,000,000	Simon Taylor
				3,200,000	Andrew Boyd
3.	Mining Approvals Company announcing it has received all regulatory approvals, including completion of EIA, to commence mining over any of the area comprising the Heemskirk Tin Project, provided Mr Simon Taylor or Mr Andrew Boyd (as applicable) remains employed or engaged by the Group for a continuous period of 12 months from the date of issue.		4 years from the date of issue	9,800,000	Simon Taylor
				7,800,000	Andrew Boyd
Long-Term Shareholder Reward
4.		Subject to the pro rata vesting as detailed below, the Company achieving a 20-day VWAP of 5.2 cents for the Company’s Shares on or before 30 June 2028 (“Vesting Date”), provided Mr Simon Taylor or Mr Andrew Boyd (as applicable) remains employed or engaged by Group for a continuous period of two years from the date of issue. This tranche of Performance Rights will be eligible to vest and become exercisable into Shares, assuming the relevant performance hurdles are met on or before 30 June 2028 (including satisfying the	30 June 2028	4,700,000	Simon Taylor

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	continuous service condition). The VWAP hurdle target base price has been set based on the 30-day VWAP of $0.026 (2.6 cents) per Share for the period ending 14 October 2025. The Performance Rights that vest and become exercisable into Shares as per the share price vesting schedule set out below: • 50% of Performance Rights to be issued on achievement of 40% increase to the 20-day VWAP being 3.6 cents; • 100% of Performance Rights to be issued on achievement of 100% increase to the 20-day VWAP being 5.2 cents; and • the difference between 50% and 100% based on a sliding scale between 3.6 cents and 5.2 cents.		3,000,000	Andrew Boyd

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6 Satisfaction of Vesting Conditions

Performance Rights will only vest and entitle the Holder to be issued Shares if the applicable Vesting Conditions have been satisfied prior to the end of the Expiry Date ( Performance Period waived by the Board, or are deemed to have been satisfied under these Terms and Conditions.

7 Exercise of Performance Rights

(a) At any time after the Vesting Conditions have been satisfied (or waived) in accordance with these Terms and Conditions, the Holder may issue a written exercise notice ( Exercise Notice ) to the Company, specifying how many vested Performance Rights the Holder wishes to exercise.
(b) Following the issuing of a valid Exercise Notice by the Holder, the Company must allot and issue, or transfer, the number of Shares for which the Holder is entitled to acquire as a result of exercising their vested Performance Rights in accordance with clause 8.5 of these Terms and Conditions.

8 Lapse of Performance Rights

8.1 Definitions

(a) For the purposes of this clause 8 of these Terms and Conditions:
(i) Bad Leaver means the Leaver ceases employment or engagement with the Group and does not meet the Good Leaver criteria;
(ii) Good Leaver means the Leaver ceases employment or engagement with the Group in any of the following circumstances:
- (A) the Leaver and the Board have agreed in writing that the Leaver has entered into bona fide retirement;
- (B) the Board has determined that the Leaver's role has been made redundant;
- (C) the Leaver's role has been terminated without cause;
- (D) the Board has determined that:
  - (I) Special Circumstances apply to the Leaver; or
  - (II) the Leaver is no longer able to perform their duties under their engagement or employment arrangements with the Company due to poor health, injury or disability;
- (E) the Leaver's death; or
- (F) any other circumstances determined by the Board in writing;
(iii) Leaver means the Holder or, where the Holder is a nominee of the Director entitled to receive the Performance Rights, the relevant Director;
(iv) Nominated Beneficiary means the Leaver's beneficiary, personal representative or successor in title; and
(v) Special Circumstances means the total and permanent disablement of the Leaver such that the Leaver is unlikely ever to engage in any occupation for which the Leaver is reasonably qualified by education, training or experience.

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8.2 Where Performance Rights Lapse

Subject to clause 8.3 of these Terms and Conditions or the Board deciding otherwise in its absolute discretion, the Performance Rights shall automatically lapse and be cancelled for no consideration on the earliest to occur of the following:

(a) where the Leaver is a Bad Leaver in accordance with clause 8.4 of these Terms and Conditions;
(b) if the applicable Vesting Conditions are not achieved by the Expiry Date;
(c) if the Board determines in its reasonable opinion that the applicable Vesting Conditions have not been met or cannot be met prior to the Expiry Date; or
(d) the Expiry Date.

8.3 Good Leaver

(a) Subject to clause 8.3(b) of these Terms and Conditions, where the Leaver is a Good Leaver, the Holder will be entitled to keep their vested and unvested Performance Rights provided that, in relation to unvested Performance Rights, the Board may at any time, in its sole and absolute discretion, do one or more of the following:
(i) permit unvested Performance Rights held by the Good Leaver to vest;
(ii) permit such unvested Performance Rights held by the Good Leaver to continue to be held, with the Board having the discretion to amend the Vesting Conditions; or
(iii) determine that the unvested Performance Rights will lapse.
(b) Where the Holder is a Good Leaver due to a Special Circumstance, the Nominated Beneficiary shall be entitled to benefit from any exercise of the above discretionary powers by the Board.

8.4 Bad Leaver

Where the Holder who holds Performance Rights becomes a Bad Leaver, unless the Board determines otherwise, in its sole discretion, all unvested Performance Rights will lapse.

8.5 Discretion of Board

(a) The Board may decide to allow the Holder to retain any Performance Rights regardless of any failure by the Holder to satisfy in part or in full the Vesting Conditions in which case, the Board may:
(i) determine that any or all of those retained Performance Rights shall vest and the corresponding Shares shall be provided to the Holder; or
(ii) determine new Vesting Conditions (as applicable) for those retained Performance Rights and notify the Holder of the determination as soon as practicable.
(b) The Board may have regard to whatever matters it thinks reasonable when making a decision about the matters in clause 8.5 of these Terms and Conditions with respect to the Holder.

9 Timing of the Issue of Shares and Quotation

(a) Following receipt of an Exercise Notice, within 20 business days after the later of the following:

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(i) the receipt of the Exercise Notice; and
(ii) when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

(iii) allot and issue the Shares pursuant to the vesting of the Performance Rights;
(iv) as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) apply for official quotation on ASX of Shares issued pursuant to the vesting of the Performance Rights.
(b) Notwithstanding clause 9(a) of these Terms and Conditions above, the Company’s obligation to issue such Shares shall be postponed if the Holder, at any time after the receipt of the Exercise Notice, elects for the Shares to be issued to be subject to a holding lock for a period of 12 months. Following any such election:
(i) the Shares to be issued or transferred will be held by the Holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding);
(ii) the Company will apply a holding lock on the Shares to be issued or transferred and the Holder is taken to have agreed to that application of that holding lock;
(iii) the Company shall release the holding lock on the Shares on the earlier to occur of:
- (A) the date that is 12 months from the date of issue of the Share; or
- (B) the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or
- (C) the date a transfer of the Shares occurs pursuant to clause 9(b)(iv) of these terms and conditions; and
(iv) Shares shall be transferable by the Holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in clause 9(b)(iii)(A).

10 Shares Issued

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

11 Quotation of the Shares Issued on Exercise

If admitted to the official list of ASX at the time, the Company will apply to ASX for quotation of the Shares issued upon the vesting of the Performance Rights.

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12 Reorganisation

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

13 Holder's Rights

The Holder who holds Performance Rights is not entitled to:

(a) notice of, or to vote or attend at, a meeting of the Shareholders; or
(b) receive any dividends declared by the Company; or
(c) participate in any new issues of securities offered to Shareholders during the term of the Performance Rights, or
(d) cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on winding up,

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

14 Pro Rata Issue of Securities

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

15 Adjustment for Bonus Issue

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

16 Change of Control

(a) For the purposes of these Terms and Conditions, a " Change of Control Event " occurs if:
(i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(ii) a Takeover Bid (as defined in the Corporations Act):
- (A) is announced;
- (B) has become unconditional; and

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  - (C) the person making the Takeover Bid (as defined in the Corporations Act) has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares;

(iii) any person acquires a Relevant Interest (as defined in the Corporations Act) in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or
(iv) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
(b) Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Vesting Conditions have been satisfied.

17 Quotation

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

18 Performance Rights Not Property

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

19 No Transfer of Performance Rights

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

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All Correspondence to:

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

7 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 11:30am (AEDT) on Monday, 24 November 2025.

: TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/srzagm2025 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 11:30am (AEDT) on Monday, 24 November 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/srzagm2025 7 By Fax + 61 2 9290 9655 * By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia � In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

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

Stellar Resources Limited

ACN 108 758 961

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 Stellar Resources 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 Annual General Meeting of the Company to be held at Level 5, 56 Pitt Street, Sydney, NSW, 2000 on Wednesday, 26 November 2025, at 11.30am (AEDT) 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 is authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 and 5 to 9 , I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 1 and 5 to 9 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1 and 5 to 9 ). 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	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Mark Connelly as a Director of the Company
Resolution	3	Ratification of Hartree Options
Resolution	4	Ratification of Consideration Shares
Resolution	5	Renewal of Equity Incentive Plan
Resolution	6	Issue of Performance Rights to a Director - Mr. Simon Taylor
Resolution	7	Issue of Performance Rights to a Director - Mr. Andrew Boyd
Resolution	8	Approval of Potential Termination Benefits – Mr. Simon Taylor
Resolution	9	Approval of Potential Termination Benefits – Mr. Andrew Boyd
Resolution	10	Approval of 10% Placement Facility

STEP 3 SIGNATURE OF SECURITYHOLDERS

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

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

Securityholder 3 Director / Company Secretary

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

AI assistant

STELLAR RESOURCES LIMITED — AGM Information 2025

65860_rns_2025-10-23_c88e2a39-b199-43f8-864e-1e245559a2d9.pdf

24 October 2025

Re: Notice of Annual General Meeting on 26 November 2025 at 11.30am (AEDT)

STELLAR RESOURCES LIMITED ACN 108 758 961

Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

1 Resolution 1: Adoption of Remuneration Report

Voting Prohibition

2 Resolution 2: Re-election of Mr Mark Connelly as a Director of the Company

3 Resolution 3: Ratification of Hartree Options

Voting Exclusion

4 Resolution 4: Ratification of Consideration Shares

Voting Exclusion

5 Resolution 5: Renewal of Equity Incentive Plan

Voting Exclusion

Voting Prohibition

6 Resolution 6: Issue of Performance Rights to a Director - Mr Simon Taylor

Voting Exclusion

Voting Prohibition

7 Resolution 7: Issue of Performance Rights to a Director - Mr Andrew Boyd

Voting Exclusion

Voting Prohibition

8 Resolution 8: Approval of Potential Termination Benefits – Mr Simon Taylor

Voting Exclusion

Voting Prohibition

9 Resolution 9: Approval of Potential Termination Benefits – Mr Andrew Boyd

Voting Exclusion

Voting Prohibition

Special business

10 Resolution 10: Approval of 10% Placement Facility

Voting Exclusion

BY ORDER OF THE BOARD

Explanatory Memorandum

1 Introduction

2 Action to be taken by Shareholders

2.1 Proxies

2.2 Attendance at Meeting

3 Receipt and consideration of Accounts & Reports

4 Resolution 1: Adoption of Remuneration Report

4.1 Background

4.2 Board Recommendation

5 Resolution 2: Re-election of Mr Mark Connelly as a Director of the Company

5.1 Background

5.2 Qualifications – Mr Mark Connelly

5.3 Board Recommendation

6 Resolution 3: Ratification of Hartree Options

6.1 Background

6.2 Listing Rules 7.1 and 7.4

6.3 Specific information required by Listing Rule 7.5

6.4 Board Recommendation

7 Resolution 4: Ratification Consideration Shares

7.1 Background

7.2 Listing Rule 7.1

7.3 Specific information required by Listing Rule 7.5

7.4 Board recommendation

8 Resolution 5: Renewal of Equity Incentive Plan

8.1 Background

8.2 Listing Rule 7.1 and Listing Rule 7.2 (exception 13)

8.3 Specific information required by Listing Rule 7.2 (exception 13)

8.4 Board recommendation

9 Resolutions 6: Issue of Performance Rights to a Director – Mr Simon Taylor

9.1 Background

9.2 Vesting Conditions

9.3 Sections 208 and 211 of the Corporations Act

9.4

Listing Rule 10.11

9.5 Specific information required by Listing Rule 10.13

9.6 Board recommendation

10 Resolution 7: Issue of Performance Rights to a Director – Mr Andrew Boyd

10.1 Background

10.2 Vesting Conditions

10.3 Sections 208 and 211 of the Corporations Act

10.4

Listing Rule 10.11

10.5

STELLAR RESOURCES LIMITED AGM Information 2025