WA GOLD LIMITED — Proxy Solicitation & Information Statement 2026

Feb 19, 2026

20 February 2026

==> picture [144 x 77] intentionally omitted <==

Dear Shareholder,

Addendum to Notice of General Meeting

On 10 February 2026 the Company provided a notice of meeting advising that a General Meeting ( Meeting ) of Shareholders of BMG Resources Limited (ACN 107 118 678) ( Company ) will be held at BDO Australia, Boab Room, Level 9, Mia Yellagonga Tower 2, 5 Spring St, Perth, Western Australia at 11.00am (WST) on Thursday, 12 March 2026.

The Company has released an addendum to notice of general meeting to the ASX today ( Notice of Meeting Addendum ), and a copy of the Addendum can be accessed online at: https://www.asx.com.au/asx/share-price-research/company/BMG .

In reliance on Part 1.2AA of the Corporations Act, the Company will not be posting hard copies of the Notice of Meeting Addendum to Shareholders, unless they have previously given the Company notice in writing electing to receive notices of meetings in hard copy only.

For shareholders who elected to receive notices by email, a copy of their replacement proxy form was sent to their nominated email address. As you have not elected to receive notices by email, a copy of your personalised replacement proxy form is enclosed for your convenience.

Shareholders who cannot attend the meeting in person may register votes by lodging proxy instructions by no later than 48 hours prior to the Meeting (by 11:00am (WST) on 10 March 2026) either by voting online at: https://investor.automic.com.au/#/loginsah , or lodging a proxy form by:

==> picture [5 x 6] intentionally omitted <==

post to: Automic, GPO Box 5193, Sydney, NSW, 2001; or

==> picture [5 x 6] intentionally omitted <==

• in person to: Automic, Level 5, 126 Phillip Street, Sydney, NSW, 2000; or

==> picture [5 x 6] intentionally omitted <==

• by fax: 02 8583 3040 (within Australia) or +61 2 8583 3040 (outside Australia); or

==> picture [5 x 6] intentionally omitted <==

by email to: meetings@automicgroup.com.au

Your proxy voting instruction must be received not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Page | 1

BMG Resources | ACN: 107 118 678 | T: (61 8) 6109 6178 | E: enquiry@bmgl.com.au | www.bmgl.com.au

==> picture [144 x 77] intentionally omitted <==

Further detail in respect to the replacement proxy form and how you may cast votes in respect to the additional resolutions that will now be considered at the meeting is provided on the addendum to notice of general meeting.

Shareholders may also lodge questions in advance of the Meeting by emailing the questions to Sean Meakin, Company Secretary at sean@csr-services.net, by no later than Thursday, 5 March 2026.

The Notice of Meeting Addendum is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting Addendum, please contact the Company's share registry, Automic Registry Services on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Yours sincerely

==> picture [88 x 59] intentionally omitted <==

Sean Meakin Company Secretary

Page | 2

BMG Resources | ACN: 107 118 678 | T: (61 8) 6109 6178 | E: enquiry@bmgl.com.au | www.bmgl.com.au

BMG Resources Limited ACN 107 118 678

ADDENDUM TO NOTICE OF GENERAL MEETING

Notice is hereby given to Shareholders of BMG Resources Limited, that in relation to the notice of general meeting dated 10 February 2026 ( Notice or Notice of General Meeting ) in respect of the general meeting of Shareholders to be held on Thursday, 12 March 2026 at 11:00am (WST), the Directors have determined to issue this addendum to the Notice ( Addendum ) for the purposes set out below.

Capitalised terms and abbreviations used in this Addendum have the same meaning as set out in the Notice of General Meeting, unless otherwise defined.

This Addendum is supplemental to the Notice and should be read in conjunction with the Notice. Save for the changes set out below, all other Resolutions proposed and information in the Notice, including the Explanatory Statement that forms part of it, remain unchanged.

Additional Resolutions

By this Addendum, the following additional Resolutions 7 to 12, as detailed below, are added to the Notice.

Explanatory Statement – Supplementary Information

By this Addendum, the following additional sections entitled:

• (a) “Resolution 7 – Ratification of prior issue of Tranche 1 February Placement Shares to February Placement Participants under Listing Rule 7.1”;

• (b) “Resolution 8 – Ratification of prior issue of Tranche 1 February Placement Shares to February Placement Participants under Listing Rule 7.1A”;

• (c) “Resolution 9 – Approval to issue Tranche 2 February Placement Shares to February Placement Participants”;

• (d) “Resolution 10 – Approval to issue February Lead Manager Options to the Lead Manager”;

• (e) “Resolution 11 – Approval to issue Shares to S3 Consortium Pty Ltd; and

• (f) “Resolution 12 – Approval to issue Chief Executive Officer Performance Rights to Mr Benjamin Pollard”

(together, the Additional Resolutions ) are added to the Explanatory Statement to the Notice as set out in the Explanatory Statement to this Addendum.

Replacement Proxy Form and Voting Instruction Form

Annexed to this Addendum is a replacement Proxy Form ( Replacement Proxy Form ).

To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

• (a) If you have already completed and returned the Proxy Form annexed with the Notice ( Original Proxy Form ) and you wish to change your original vote on Resolutions 1 to 6 and/or vote on any of the Additional Resolutions, you must complete and return the Replacement Proxy Form .

• 2 -

• (b) If you have already completed and returned the Original Proxy Form and you do not wish to vote on the Additional Resolutions, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 1 to 6 unless you submit a Replacement Proxy Form. For the sake of clarity, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast a vote on the Additional Resolutions.

• (c) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice as supplemented by the Addendum, please complete and return the Replacement Proxy Form.

• 3 -

Supplementary Business of the Meeting

The agenda of the Notice is amended by including the following Resolutions:

AGENDA

To consider, and if thought fit to pass, the resolutions set out below as ordinary resolutions.

Resolution 7 – Ratification of prior issue of Tranche 1 February Placement Shares to February Placement Participants under Listing Rule 7.1

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 69,500,000 Tranche 1 February Placement Shares to the February Placement Participants on 11 February 2026 at an issue price of $0.021 each, made under the Company’s Listing Rule 7.1 placement capacity in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolution 8 – Ratification of prior issue of Tranche 1 February Placement Shares to February Placement Participants under Listing Rule 7.1A

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 4,000,000 Tranche 1 February Placement Shares to the February Placement Participants on 11 February 2026 at an issue price of $0.021 each, made under the Company’s Listing Rule 7.1A placement capacity in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolution 9 – Approval to issue Tranche 2 February Placement Shares to February Placement Participants

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

“That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 45,547,619 Tranche 2 February Placement Shares to February Placement Participants, for the purpose and on the terms set out in the Explanatory Statement.”

• 4 -

Resolution 10 – Approval to issue February Lead Manager Options to the Lead Manager

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

“That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 15,000,000 February Lead Manager Options to the Lead Manager, for the purpose and on the terms set out in the Explanatory Statement."

Resolution 11 – Approval to issue Shares to S3 Consortium

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

“That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 19,600,000 Shares to S3 Consortium Pty Ltd, for the purpose and on the terms set out in the Explanatory Statement."

Resolution 12 – Approval to issue Performance Rights to Chief Executive Officer, Mr Benjamin Pollard

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

“That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 20,000,000 Chief Executive Officer Performance Rights, to the Mr Benjamin Pollard and/or his nominee(s), for the purpose and on the terms set out in the Explanatory Statement."

• 5 -

Voting Exclusions

ASX voting exclusion statements

For the purposes of Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions. The Company will disregard any votes cast in favour of the following Resolutions by or on behalf of the following persons or an Associate of those persons:

Resolution	Excluded Parties
Resolutions 7 and 8	For the purposes of Listing Rules 7.5.8 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved, or an ‘associate’ (as defined in the Listing Rules) of such persons. In relation to Resolutions 7 and 8, this includes the February Placement Participants issued the Tranche 1 February Placement Shares or an associate of that person or those persons.
Resolution 9	For the purposes of Listing Rules 7.3.9 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares), or an ‘associate’ (as defined in the Listing Rules) of such persons. In relation to Resolution 9, this includes the February Placement Participants to be issued the Tranche 2 February Placement Shares or an associate of that person or those persons.
Resolution 10	For the purposes of Listing Rules 7.3.9 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares), or an ‘associate’ (as defined in the Listing Rules) of such persons. In relation to Resolution 10, this is the Lead Manager or an associate of that person or those persons.
Resolution 11	For the purposes of Listing Rules 7.3.9 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares), or an ‘associate’ (as defined in the Listing Rules) of such persons. In relation to Resolution 11, this is S3 Consortium Pty Ltd or an associate of that person or those persons.
Resolution 12	For the purposes of Listing Rules 7.3.9 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares), or an ‘associate’ (as defined in the Listing Rules) of such persons. In relation to Resolution 12, this is Mr Benjamin Pollard or an associate of that person or those persons.

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

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

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

3. 6 -

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

5. (a) 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 a Resolution; and

6. (b) the holder votes on a Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. 7 -

Supplementary Explanatory Statement

The Explanatory Statement is supplemented by including the following Sections:

5. Background to Resolutions

5.1 February Placement

On 3 February 2026, the Company announced it had received firm commitments from institutional and sophisticated investors ( February Placement Participants ) to issue 119,047,619 Shares at an issue at an issue price of $0.021 per Share ( February Placement ).

73,500,000 February Placement Shares were issued utilising the Company’s placement capacity under Listing Rule 7.1 and 7.A ( Tranche 1 February Placement Shares ). All Tranche 1 February Placement Shares were issued on 11 February 2026 as follows:

==> picture [13 x 12] intentionally omitted <==

• utilising the Company’s placement capacity under Listing Rule 7.1, 69,500,000 Shares were issued to various professional and sophisticated investors, being at an issue price of $0.021 each, raising approximately $1,459,500 (before costs); and

==> picture [13 x 11] intentionally omitted <==

• utilising the Company’s placement capacity under Listing Rule 7.1A, 4,000,000 Shares were issued to various professional and sophisticated investors, being at an issue price of $0.021 each, raising approximately $84,000 (before costs).

The Company intends to issue a further 45,547,619 February Placement Shares ( Tranche 2 February Placement Shares ), subject to shareholder approval, at an issue price of $0.021 to raise a further $956,500.

5.2 Use of Funds

The proceeds from the raising will be used to build on the drilling and resource activities at the Company’s Abercromby and Bullabulling Gold Projects, broadly as follows:

Expense	Funds
Drilling Costs	$2,350,000
Costs of Placement (Lead Manager’s fees)	$150,000
TOTAL	$2,500,000

5.3 Lead Manager

GBA Capital Pty Ltd ( Lead Manager ) acted as Lead Manager to the February Placement. The Company entered into a lead manager mandate with GBA Capital Pty Ltd, as a lead manager to the February Placement ( Lead Manager Mandate ). The Lead Manager was engaged as follows:

• (a) lead managing the February Placement (including overall project management and development and management of the February Placement timetable in conjunction with the Company);

• (b) advising on the timing and structuring of the February Placement in conjunction with the Company's legal and other professional advisers;

• (c) completing the book build process (in conjunction with the Company and other advisers, as applicable);

• (d) managing the allocation process in direct consultation with the Company;

• 8 -

• (e) assisting in the drafting by the Company and its other advisors of the disclosure document and any other marketing documentation required in connection with the February Placement;

• (f) coordinating settlement processes between the Lead Manager and the Company, and subscribers to the February Placement; and

• (g) assisting with the communications strategy in relation to the February Placement.

For performing these services, the Lead Manager will be paid a capital raising fee representing 6% of the total funds raised by the Lead Manager from the February Placement, Lead Manager, totaling $132,000.

In connection with the provision of these services, and subject to Shareholder approval, the Company has agreed to issue 15,000,000 Options (in aggregate) to the Lead Manager.

The Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature.

5.4 S3 Consortium

The Company has entered into an agreement with S3 Consortium Pty Ltd, trading as StocksDigital for the provision of investor relations services

Pursuant to the terms of the agreement, for a period of 24 months, S3 Consortium Pty Ltd will provide services including online content creation and online content distribution.

Pursuant to the terms agreed, the fee of $375,000 plus $37,500 GST ($412,500), will be settled by the issue of 19,600,000 Shares in the Company. As part of the Company’s engagement of S3 Consortium Pty Ltd, the Company has agreed to issue 19,600,000 Shares (subject to shareholder approval).

6. Resolutions 7 & 8 - Ratification of prior issue of Tranche 1 February Placement Shares to February Placement Participants

6.1 Background

As described in Section 5.1 above, the Company has issued a total of 73,500,000 February Placement Shares under the Placement to professional and sophisticated investors using its issuing capacity under Listing Rules 7.1 (69,500,000) and 7.1A (4,000,000).

The Company confirms that the issue of the Tranche 1 February Placement Shares to February Placement Participants the subject of Resolutions 7 and 8 did not breach Listing Rule 7.1/7.1A (as applicable) at the time of the issue.

Resolutions 7 and 8 are ordinary resolutions seeking approval by Shareholders of the ratification of the issue of 73,500,000 Shares under the February Placement.

6.2 Requirement for Shareholder approval

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

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained such approval at the Company’s 2025 Annual General Meeting held on 26 November 2025.

The issue of the Shares does not fall within any of exceptions to Listing Rule 7.1 and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 10%

• 9 -

limit in Listing Rule 7.1A and part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period from the issue date of the Shares.

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

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

Purpose and effect of Resolution 7

Resolution 7 seeks Shareholder approval to the issue of 69,500,000 Tranche 1 February Placement Shares under Listing Rule 7.1 for the purposes of Listing Rule 7.4.

If Resolution 7 is passed, the issue of 69,500,000 Tranche 1 February Placement Shares will be excluded in calculating the Company’s 15% limit in 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 date.

If Resolution 7 is not passed, the issue of 69,500,000 Tranche 1 February Placement Shares will be included in calculating the Company’s 15% limit in 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 date.

Purpose and effect of Resolution 8

Resolution 8 seeks Shareholder approval to the issue of 4,000,000 Tranche 1 February Placement Shares under Listing Rule 7.1A for the purposes of Listing Rule 7.4.

If Resolution 8 is passed, the issue of 4,000,000 Tranche 1 February Placement Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval under that rule.

If Resolution 8 is not passed, the issue of 4,000,000 Tranche 1 February Placement Shares will be included in calculating the Company’s remaining capacity under Listing Rules 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval under that rule.

6.3 Listing Rule information requirements

In accordance with the disclosure requirements of Listing Rule 7.5, the following information is provided in relation to Resolutions 7 and 8:

(a) Basis on which February Placement Participants were identified

The Tranche 1 February Placement Shares were issued to February Placement Participants, being various professional and sophisticated investors identified by the Lead Manager to the Placement. The February Placement Participants were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising process from non-related parties of the Company and existing significant Shareholders.

Each of the February Placement Participants is a sophisticated or professional investor within the meaning of section 708(8), (10) or (11) of the Corporations Act, being an investor to whom securities may be issued without a prospectus or other disclosure document.

• 10 -

None of the February Placement Participants is a related party of the Company or a Material Investor.

(b) The number and class of securities issued

The Company issued 73,500,000 Tranche 1 February Placement Shares.

69,500,000 Shares were issued within the Company’s 15% placement capacity under Listing Rule 7.1.

4,000,000 Shares were issued within the Company’s additional 10% placement capacity under Listing Rule 7.1A.

All Tranche 1 February Placement Shares were fully-paid ordinary shares in the Company which rank equally with all other Shares on issue.

(c) The date on which the securities were issued

The Tranche 1 February Placement Shares were issued by the Company on 11 February 2026.

(d) The price at which the securities were issued

The Tranche 1 February Placement Shares were issued at $0.021 each.

(e) The purpose of the issue, including use or intended use of the funds raised

The funds raised from the issue will be used to build on the drilling and resource activities at the Company’s Abercromby and Bullabulling Gold Projects

(f) If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement

The Tranche 1 February Placement Shares were issued under commitments provided to the Lead Manager which provided for:

• (i) each February Placement Participant’s agreement to subscribe for the Placement Shares at $0.021 per Share;

• (ii) payment of the issue price of the Tranche 1 February Placement Shares to the Company before the Tranche 1 Placement Shares were issued; and

• (iii) the Company’s agreement to issue the Tranche 1 February Placement Shares following receipt of the issue price.

(g)

Voting exclusion statement

Voting exclusions apply to Resolutions 7 and 8. Please see voting exclusion statements on page 5 above.

6.4 Directors’ recommendations – Resolutions 7 and 8

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7 as it will refresh the Company’s issuing capacity under Listing Rule 7.1 and give the Company the flexibility to raise additional working capital through the offer and issue of equity securities, if and as required.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8 as it will refresh the Company’s issuing capacity under Listing Rule 7.1A and give the Company the flexibility to raise additional working capital through the offer and issue of equity securities, if and as required.

• 11 -

7. Resolution 9 - Approval to issue Tranche 2 February Placement Shares to February Placement Participants

7.1 Background

As noted in Section 5.1 above, The Company proposes to issue 45,547,619 Tranche 2 February Placement Shares at an issue price of $0.021 each to raise approximately $956,500.

7.2 Requirement for Shareholder approval

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

The issue of the Tranche 2 February Placement Shares pursuant to Resolution 9 does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

Purpose and effect of Resolution 9

Resolution 9 is an ordinary resolution to approve the issue of 45,547,619 Tranche 2 February Placement Shares to February Placement Participants for the purpose of Listing Rule 7.1.

If Resolution 9 is passed, the Company will be able to proceed with the issue. In addition, the Tranche 2 February Placement Shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue, and the Company will not be able to raise the funds required to undertake the activities detailed in Section 5.1 above.

7.3 Listing Rule information requirements

The following information is provided in relation to Resolution 9, as required by Listing Rule 7.3:

(a) Basis on which February Placement Participants were identified

The Tranche 2 February Placement Shares will be issued to February Placement Participants, being various professional and sophisticated investors identified by the Lead Manager to the Placement. The February Placement Participants were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising process from non-related parties of the Company and existing significant Shareholders.

Each of the February Placement Participants is a sophisticated or professional investor within the meaning of section 708(8), (10) or (11) of the Corporations Act, being an investor to whom securities may be issued without a prospectus or other disclosure document.

None of the February Placement Participants is a related party of the Company or a Material Investor.

(b) Number and class of securities the Company will issue

The Company intends to issue up to 45,547,619 Tranche 2 February Placement Shares.

(c) Summary of material terms of securities

The Shares will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects

• 12 -

with the existing Shares. The Company will apply to ASX for official quotation of the Shares.

(d) Date(s) on or by which the Company will issue securities

The Tranche 2 February Placement Shares will be issued on one date after Shareholders have approved the issue, but, in any case, not later than 3 months after the date of Shareholder approval pursuant to this Resolution 9 or such later date as approved by ASX.

(e) Price the Company will receive for the securities

The issue price will be $0.021 per Share.

(f) Purpose of the issue and intended use for any funds raised

The funds raised from the issue will be used to build on the drilling and resource activities at the Company’s Abercromby Gold Project, fund corporate costs and for general working capital requirements.

(g) Summary of material terms of agreement securities are being issued under

The Tranche 2 February Placement Shares will be issued pursuant to commitments provided to the Lead Manager which provided for:

• (i) each February Placement Participant’s agreement to subscribe for the Placement Shares at $0.021 per Share;

• (ii) payment of the issue price of the Tranche 2 February Placement Shares to the Company before the Tranche 2 Placement Shares were issued; and

• (iii) the Company’s agreement to issue the Tranche 2 February Placement Shares following receipt of the issue price.

(h) Voting exclusion statement

A voting exclusion statement for Resolution 9 is included at pg. 5.

7.4 Directors’ recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 9.

8. Resolution 10 - Approval to issue February Lead Manager Options to GBA Capital

8.1 Background

The Lead Manager were engaged under the Lead Manager Mandate as outlined in Section 5.3 above.

As noted in Section 5.3 above, The Company proposes to issue 15,000,000 options exercisable at $0.030 (on or before 31 December 2027) ( February Lead Manager Options ) to the Lead Manager.

8.2 Requirement for Shareholder approval

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

• 13 -

The issue of the February Lead Manager Options pursuant to Resolution 10 does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. They therefore require the approval of the Company’s Shareholders under Listing Rule 7.1.

Purpose and effect of Resolution 10

Resolution 10 is an ordinary resolution to approve the issue of 15,000,000 February Lead Manager Options to the Lead Manager for the purpose of Listing Rule 7.1.

If Resolution 10 is passed, the Company will be able to proceed with the issue. In addition, the February Lead Manager Options will be excluded from the calculation of the number of Equity Securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 10 is not passed, the Company will not be able to proceed with the issue and will have to enquire into alternative methods of remunerating the Lead Manager, including a cash payment fee.

8.3 Listing Rule information requirements

The following information is provided in relation to Resolution 10, as required by Listing Rule 7.3:

(a) Names of persons to whom the Company will issue securities

15,000,000 February Lead Manager Options will be issued to the Lead Manager.

The Lead Manager is not a related party of the Company or a Material Investor.

(b) Number and class of securities the Company will issue

The Company intends to issue up to 15,000,000 February Lead Manager Options (see Section 8.3(a)).

(c) Summary of material terms of securities

The February Lead Manager Options will be issued on the terms and conditions set out in Schedule 5. The Company will not apply to ASX for official quotation of the February Lead Manager Options.

(d) Date(s) on or by which the Company will issue securities

The February Lead Manager Options will be issued on one date after Shareholders have approved the issue but in any case, not later than 3 months after the date of Shareholder approval pursuant to Resolution 10 (as applicable) or such later date as approved by ASX.

(e) Price the Company will receive for the securities

The February Lead Manager Options are to be issued in consideration for the services of the Lead Manager as detailed in Section 5.3 above.

• 14 -

(f) Purpose of the issue and intended use for any funds raised

The February Lead Manager Options are being issued as a fee to the Lead Manager for its services. No funds will be raised from the issue of the February Lead Manager Options.

(g) Summary of material terms of agreement securities are being issued under

The February Lead Manager Options the subject of Resolution 10 are to be issued pursuant to the February Lead Manager Mandate, the material terms of which are set out in in Section 5.3 above.

(h) Voting exclusion statement

A voting exclusion statement for Resolution 10 is included at pg. 5.

8.4 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 10.

9. Resolution 11 - Approval to issue Shares to S3 Consortium Pty Ltd

9.1 Background

As noted in Section 5.4 above, the Company proposes to issue 19,600,000 Shares to S3 Consortium Pty Ltd as consideration for investor relations services.

9.2 Requirement for Shareholder approval

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

The issue of the Shares to S3 Consortium Pty Ltd pursuant to Resolution 11 does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

Purpose and effect of Resolution 11

Resolution 11 is an ordinary resolution to approve the issue of 19,600,000 Shares to S3 Consortium Pty Ltd for the purpose of Listing Rule 7.1.

If Resolution 11 is passed, the Company will be able to proceed with the issue. In addition, the Shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 11 is not passed, the Company will not be able to proceed with the issue, and the fees payable to S3 Consortium Pty Ltd will be the greater of:

• A cash payment of $375,000, plus GST of $37,500, or

• The amount, in cash, equivalent in value of the 5-day volume weighted average price of the Company’s shares as traded on ASX up to and including 31 January 2026.

• 15 -

9.3 Listing Rule information requirements

The following information is provided in relation to Resolution 11, as required by Listing Rule 7.3:

(a) Basis on which February Placement Participants were identified

The Shares will be issued to S3 Consortium Pty Ltd. S3 Consortium Pty Ltd is not a related party of the Company or a Material Investor.

(b) Number and class of securities the Company will issue

The Company intends to issue up to 19,600,000 Shares to S3 Consortium Pty Ltd.

(c) Summary of material terms of securities

The Shares will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with the existing Shares. The Company will apply to ASX for official quotation of the Shares.

(d) Date(s) on or by which the Company will issue securities

The Shares will be issued on one date after Shareholders have approved the issue, but in any case, not later than 3 months after the date of Shareholder approval pursuant to this Resolution 11 or such later date as approved by ASX.

(e) Price the Company will receive for the securities

The Shares are to be issued in consideration for the provision of investor relations services by S3 Consortium Pty Ltd.

(f) Purpose of the issue and intended use for any funds raised

The Shares are being issued in lieu of fees for investor relations services and accordingly no funds will be raised from the issue of the Shares.

(g) Summary of material terms of agreement securities are being issued under

The Shares the subject of Resolution 11 are to be issued pursuant to an agreement with S3 Consortium Pty Ltd, the material terms of which are set out above in Section 5.4.

(h) Voting exclusion statement

A voting exclusion statement for Resolution 11 is included at pg. 5.

9.4 Directors’ recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 11.

As described at section 9.2, if the issue of the shares is not approved, the Company is obligated to make a cash payment to S3 Consortium Pty Ltd to settle the fees. Settlement of the debt via the payment of cash would utilise the Company’s working capital on hand, reducing the Company’s cash that can otherwise be applied towards its exploration activities.

• 16 -

10. Resolution 12 – Approval to issue Performance Rights to Chief Executive Officer, Mr Benjamin Pollard

10.1 Background

The Company announced the appointment of Mr Benjamin Pollard as its Chief Executive Officer on 3 February 2026 “Upsized Drill Program and Strategic Investment”.

The terms of Mr Pollard’s engagement as Chief Executive Officer, as described in that announcement provide for the grant of 40,000,000 performance rights. These performance rights are set out in the table below.

Tranche	Number	Performance Criteria
One	10,000,000	At any time during the period from the date of grant of the Performance Rights to 31 December 2026, the VWAP of Shares traded on ASX over 10 consecutive trading days on which Shares have actually traded is A$0.03 or more.
Two	10,000,000	At any time during the period from the date of grant of the Performance Rights to 31 December 2027, the Company’s market capitalisation as measured by the VWAP of Shares traded on ASX over 10 consecutive trading days on which Shares have actually traded multiplied by the lowest total number of Shares on issue during that 10-trading day period, is $50 million or more.
Three	10,000,000	The Company reporting to ASX a mineral resource estimate in accordance with the JORC Code in at least the inferred category of no less than 1,000,000 ounces gold (AU) at a cut-off of 0.5 g/t Au before 31 December 2028.
Four	10,000,000	At any time during the period from the date of grant of the Performance Rights to 30 June 2027, the VWAP of Shares traded on ASX over 10 consecutive trading days on which Shares have actually traded is A$0.04 or more.

On 6 February 2026, the Company issued 20,000,000 Chief Executive Officer Performance Rights (in tranches one and four) to a nominee of Mr Pollard. The rights issued to a nominee of Mr Pollard on 6 February 2026 were issued pursuant to exception 13 of Listing Rule 7.2

The Company now wishes to issue 20,000,000 Chief Executive Officer Performance Rights in tranches two and three to the Company’s Chief Executive Officer, Mr Benjamin Pollard, on the terms set out in Schedule 6 ( Chief Executive Officer Performance Rights ), pursuant to the Company’s Employee Incentive Plan.

The Company has determined that the grant of Chief Executive Officer Performance Rights under the Company’s Employee Incentive Plan is an appropriate form of long-term incentive for the Company’s Chief Executive Officer

The Chief Executive Officer Performance Rights will be issued for nil cash consideration and no funds will be raised as a result.

The terms of the Chief Executive Officer Performance Rights are outlined in Schedule 6.

The Incentive Plan was approved by Shareholders at a general meeting of the Company held on 26 November 2025.

The Company’s Employee Incentive Plan is available on the Company’s website (http://bmgl.com.au/ corporate/corporate-governance.html) and a summary of the Employee Incentive Plan is set out in Schedule 2 of this Notice (refer to Notice dated 10 February 2026).

• 17 -

10.2 Listing Rule requirements

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

The issue of the Chief Executive Officer Performance Rights pursuant to Resolution 12 does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

Whilst the proposed issue of the Chief Executive Officer Performance Rights may have been issued to Mr Pollard pursuant to exception 13 of Listing Rule 7.2, the Company has agreed with Mr Pollard for the rights to be issued subject to the receipt of shareholder approval.

Purpose and effect of Resolution 12

Resolution 12 is an ordinary resolution to approve the issue of 20,000,000 Chief Executive Officer Performance Rights to Mr Pollard for the purpose of Listing Rule 7.1.

If Resolution 12 is passed, the Company will be able to proceed with the issue. In addition, the Shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 12 is not passed, the Company will not be able to proceed with the issue and will have to enquire into alternative methods of remunerating Mr Pollard, including a cash payment fee.

10.3 Listing Rule information requirements

The following information is provided in relation to Resolution 12, as required by Listing Rule 7.3:

(a) The name of the persons

The Company is proposing to issue the Chief Executive Officer Performance Rights to the Company’s Chief Executive Officer, Mr Ben Pollard, or his nominee(s). Mr Pollard is not a Related Party of the Company.

(b) Number and class of securities the Company will issue

The maximum number of Chief Executive Officer Performance Rights to be issued is 20,000,000.

(c) Summary of material terms of securities

The terms of the Chief Executive Officer Performance Rights are outlined in Schedule 6.

(d) Date(s) on or by which the Company will issue securities

The Chief Executive Officer Performance Rights will be issued on one date after Shareholders have approved the issue, but in any case, not later than 3 months after the date of Shareholder approval pursuant to this Resolution 12 or such later date as approved by ASX.

(e) Price the Company will receive for the securities

The Chief Executive Officer Performance Rights will be issued for nil cash consideration

• 18 -

(f) Purpose of the issue and intended use for any funds raised

The Chief Executive Officer Performance Rights for the Company to honour its agreement with Mr Pollard for the grant of Performance Rights, as described in the Company’s announcement of 3 February 2026 “Upsized Drill Program and Strategic Investment”.

There will be no funds raised from the issue of the Chief Executive Officer Performance Rights.

(g) Summary of material terms of agreement securities are being issued under

As described at Section 10.1, the Company engaged Mr Pollard as its Chief Executive Officer, with effect from 1 February 2026. The Company has engaged Mr Pollard pursuant to a consultancy agreement with parties including Cadre Geology and Mining Pty Ltd ( Consultant ) of which Mr Pollard is a director. The Consultant is paid a fee of $25,000 per month (exclusive of GST) for the provision of Mr Pollard’s services to the Company. In addition to this fee, the Company agreed to issue the Chief Executive Officer Performance Rights.

(h) Voting exclusion statement

A voting exclusion statement for Resolution 12 is included at pg. 5.

10.4 Directors’ recommendation

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 12. It will allow the Company to retain the flexibility to issue further Equity Securities representing up to 15% of the Company’s share capital during the next 12 months.

• 19 -

Schedule 5 – Terms of February Lead Manager Options

• (a) Each Option entitles the holder ( Option Holder ) to subscribe for one (1) fully paid ordinary share in the Company ( Share ).

• (b) The Option Holder is not required to pay any amount on the grant of an Option.

• (c) The exercise price of the Options is $0.030 each, payable in full on exercise.

• (d) Each Option may be exercised at any time before 5.00pm (WST) on or before 31 December 2027 ( Expiry Date ). Any Option not exercised by the Expiry Date will automatically expire.

• (e) The Company must give the Option Holder a certificate or holding statement stating:

• (i) the number of Options issued to the Option Holder;

• (ii) the exercise price of the Options; and

• (iii) the date of issue of the Options.

• (f) The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until the expiry date of the Options. This right is subject to any restrictions on the transfer of an Option that may be imposed by ASX.

• (g) An instrument of transfer of an Option must be:

• (i) in writing;

• (ii) in any usual form or in any other form approved by the Directors that is otherwise permitted by law;

• (iii) subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee; and

• (iv) delivered to the Company, at the place where the Company’s register of Option holders is kept, together with the certificate (if any) of the Options to be transferred and any other evidence as the Directors require to prove the title of the transferor to those Options, the right of the transferor to transfer those Options and the proper execution of the instrument of transfer.

• (h) The Options will not be quoted on ASX.

• (i) In accordance with the Listing Rules the Company will apply for Official Quotation on ASX of all Shares allotted pursuant to an exercise of Options.

• (j) There will be no participating entitlements inherent in Options to participate in new issues of capital that may be offered to Shareholders during the currency of an Option. Prior to any new pro-rata issue of Equity Securities to Shareholders, holders of Options will be notified by the Company in accordance with the requirements Listing Rule 6.22.2.

• (k) In the event of a bonus issue of Equity Securities, the number of Shares over which the Options are exercisable may be increased by the number of Shares that the Option holders would have received if the Options had been exercised before the record date for the bonus issue.

• (l) In the event of a reconstruction, including the consolidation, subdivision, reduction or return of issued capital of the Company prior to the Expiry Date, all rights of an Option Holder are to be changed in a manner consistent with the Listing Rules.

• (m) There is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a

• 20 -

change in accordance with the Listing Rules if there is a bonus issue or a pro rata issue to holders of Shares) during the currency of the Options.

• (n) Options are exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option Holder to exercise all or a specified number of the Options held by the Option Holder accompanied by a Option certificate and a cheque made payable to the Company for the subscription price for the exercise of the specified Options. An exercise of only some of the Options will not affect the rights of the Option Holder to the balance of the Options held.

• (o) Options will be deemed to have been exercised on the date the exercise notice is received by the Company.

• (p) The Company will allot the resultant Shares and deliver the holding statement within 5 business days after the exercise of the Option.

• (q) Shares allotted pursuant to an exercise of Options will rank, from the date of allotment, in all respects equally with existing fully paid ordinary shares of the Company.

• (r) These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Western Australia.

• 21 -

Schedule 6 – Terms and conditions of the Chief Executive Officer Performance Rights

Item		Details	Details	Details
Entitlement		Entitlement to be issued with one Share, subject to satisfaction of the specified performance criteria.
Governance		Issued under and subject to the Employee Incentive Plan rules.
Expiry date		Each class of rights will expire on that date that is 12 months after the latest date that the vesting condition applicable to that class of rights may have been satisfied.
Exercise price		Nil
Performance Criteria		A Performance Right automatically vests in the holder upon satisfaction or achievement of the following conditions: Tranche Number Performance Criteria Two 10,000,000 At any time during the period from the date of grant of the Performance Rights to 31 December 2027, the Company’s market capitalisation as measured by the VWAP of Shares traded on ASX over 10 consecutive trading days on which Shares have actually traded multiplied by the lowest total number of Shares on issue during that 10-trading day period, is $50 million or more. Three 10,000,000 The Company reporting to ASX a mineral resource estimate in accordance with the JORC Code in at least the inferred category of no less than 1,000,000 ounces gold (AU) at a cut-off of 0.5 g/t Au before 31 December 2028.
		Tranche	Number	Performance Criteria
		Two	10,000,000	At any time during the period from the date of grant of the Performance Rights to 31 December 2027, the Company’s market capitalisation as measured by the VWAP of Shares traded on ASX over 10 consecutive trading days on which Shares have actually traded multiplied by the lowest total number of Shares on issue during that 10-trading day period, is $50 million or more.
		Three	10,000,000	The Company reporting to ASX a mineral resource estimate in accordance with the JORC Code in at least the inferred category of no less than 1,000,000 ounces gold (AU) at a cut-off of 0.5 g/t Au before 31 December 2028.
Expiry and forfeiture		Each Performance Right that has not vested will automatically lapse and will be cancelled: (a) if at midnight on the Expiry Date if the Performance Criteria is not achieved; or (b) when the holder ceases to be an Eligible Participant of the Company’s Employee Incentive Plan rules, whichever is sooner.
Quotation		The Company will not apply for quotation on ASX of the Performance Rights. The Company will apply to ASX for quotation of Shares issued on vesting and exercise of the Performance Rights.
Transfer		A Performance Right is not transferrable, other than as permitted under the Employee Incentive Plan rules.
New issues of securities		A holder is not entitled to participate in any new issue of securities in the Company to be issued to shareholders of the Company unless the holder’s Performance Rights (or any of them) have vested and the Shares have been

• 22 -

Item	Details
	issued before the record date for determining entitlements to the new issue of Securities and participate as a result of holding Shares.
No voting rights	Performance Rights do not confer any right to vote at general meetings of shareholders of the Company.
No dividend entitlement	Performance Rights do not confer any entitlement to dividends declared by the Company.
No rights to capital	Performance Rights do not confer any right to: (a) a return of capital, whether upon winding up, upon a reduction of capital or otherwise; or (b) to participate in the surplus profit or assets of the Company upon winding-up of the Company.
Reorganisation	(a) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Holder in relation to each class of Performance Rights held by the holder will be changed to the extent necessary to comply with the ASX listing rules applying to a reorganisation of capital at the time of the reorganisation. (b) Any calculations or adjustments which are required to be made in relation to paragraph (a) will be made by the Company's Board of Directors and will, in the absence of manifest error, be final and conclusive and binding on the Company and the holder. (c) The Company must, within a reasonable period of a reorganisation paragraph (a) occurring, give to the holder notice of any change to the number of Shares which the holder is entitled to receive under the entitlement for a class of Performance Rights.
Issue of Shares	Subject to the Company’s constitution, all Shares issued in relation to the entitlement for a class of Performance Rights will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.
Vesting on change of control	In the event that: (a) a person, or a group of associated persons, becoming entitled to sufficient Shares to give that person or persons the ability, in a general meeting, to replace all or a majority of the Board; (b) a takeover bid under Chapter 6 of the Corporations Act is made in respect of the Company under which acceptances have been received for more than 50% of the Company’s shares on issue and the bid is declared unconditional by the bidder; or (c) a Court grants orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies (including under Part 5.1 of the Corporations Act, prior to the Performance Criteria being achieved for any of the Performance Rights (Unvested Rights) being achieved, then all of the Unvested Rights on issue will vest.
Deferral of vesting	If the vesting of any class of Performance Rights (or any part thereof) would result in any person being in contravention of section 606(1) of the Corporations Act (Takeover Restriction) then:

• 23 -

Item	Details
	(a) the vesting of those Performance Rights (or any part thereof) will be deferred until such later time or times that the vesting would not result in a contravention of the Takeover Restriction; (b) a holder may give written notification to the Company if they consider that the vesting of those Performance Rights (or any part thereof) may result in the contravention of the Takeover Restriction, failing which the Company may assume the vesting of those Performance Rights will not result in any person being in contravention of the Takeover Restriction; and (c) the Company may (but is not obliged to) by written notice to a holder, request a holder to provide the written notice referred to in paragraph (b) within 7 days if the Company considers that the vesting of those Performance Rights (or any part thereof) may result in a contravention of the Takeover Restriction. If the holder does not give notification to the Company within 7 days that they consider the vesting of the Performance Rights (or part thereof) may result in the contravention of the Takeover Restriction, then the Company may assume that the vesting of the Performance Rights (or part thereof) will not result in any person being in contravention of the Takeover Restriction.
Amendments required by ASX	These terms may be amended as necessary by the Company’s Board of Directors in order to comply with the ASX listing rules (if applicable), or any directions of ASX (if applicable) regarding the terms, provided that, subject to compliance with the ASX listing rules, the economic and other rights of the holder are not diminished or terminated following such amendment.
Governing law	These terms and the rights and obligations of the holder are governed by the laws of Western Australia. The holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia in this respect.

for Securityholder registration.

BMG Resources Limited | ABN 96 107 118 678

==> picture [108 x 58] intentionally omitted <==

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

Your proxy voting instruction must be received by 11:00am (AWST) on Tuesday, 10 March 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 - APPOINT A PROXY

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

DEFAULT TO THE CHAIR OF THE MEETING

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

Lodging your Proxy Voting Form:

Online

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

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

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

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

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

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

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

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

CORPORATE REPRESENTATIVES

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

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE:

https://automicgroup.com.au

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of BMG Resources Limited, to be held at 11:00am (AWST) on Thursday, 12 March 2026 at BDO Australia, Boab Room, Level 9, Mia Yellagonga Tower 2, 5 Spring St, Perth, Western Australia hereby:

Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 4, 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain Resolutions For Against Abstain 1 Ratification of prior issue of Placement 7 Ratification of prior issue of Tranche 1 Shares to Placement Participants under February Placement Shares to February Listing Rule 7.1 Placement Participants under Listing Rule 7.1 2 Ratification of prior issue of Placement 8 Ratification of prior issue of Tranche 1 Shares to Placement Participants under February Placement Shares to February Listing Rule 7.1A Placement Participants under Listing Rule 7.1A 3 Ratification of prior issue of Lead Manager 9 Approval to issue Tranche 2 February Options to under Listing Rule 7.1 Placement Shares to February Placement Participants 4 Approval to issue Director Performance 10 Approval to issue February Lead Manager Rights under Employee Incentive Plan to Options to the Lead Manager Non-Executive Chairman, Mr John Prineas 5 Approval to issue Director Performance 11 Approval to issue Shares to S3 Consortium Rights Employee Incentive Plan to NonExecutive Director, Mr John Dawson 6 Approval to issue Director Performance 12 Approval to issue Performance Rights to Rights under Employee Incentive Plan to Chief Executive Officer, Mr Benjamin Pollard Non-Executive Director, Mr Greg Hancock Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).