Xanadu Mines Ltd — Proxy Solicitation & Information Statement 2025

May 2, 2025

XANADU MINES LTD
NOTICE OF ANNUAL GENERAL MEETING
22 MAY 2025

XANADU MINES LTD

ABN 92 114 249 026

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM or Meeting) of shareholders of Xanadu Mines Ltd (Xanadu Mines or the Company) will be held as follows:

Date: Thursday, 22 May 2025

Time: 11:00am (AEST)

Venue: Victoria Hotel, 215 Little Collins Street, Melbourne VIC 3000

The Explanatory Memorandum and Proxy Form accompanying this Notice of Meeting (Notice) provide additional information on matters to be considered at the AGM and are hereby incorporated into and form part of this Notice of Meeting.

ORDINARY BUSINESS

1. CONSIDERATION OF REPORTS

The first item of business is to receive and consider the Financial Report, the Directors' Report, and the Independent Auditor's Report of the Company and its subsidiaries for the financial year ended 31 December 2024 (Reports).

All shareholders can view the 2024 Annual Report, which contains the Reports, on the Company's website at https://www.xanadumines.com/site/investor-centre/annual-reports.

2. RESOLUTIONS

Resolution 1 Re-election of Director - Michele Muscillo

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

"That Mr. Michele Muscillo, who retires in accordance with Rule 39.1(c) of the Company's Constitution and being eligible for election, be re-elected as a Director of the Company."

Resolution 2 Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding Ordinary Resolution of the Company:

"That the Company's Remuneration Report for the financial year ended 31 December 2024 as set out in the Directors' Report, is adopted."

The Remuneration Report is contained in the 2024 Annual Report, which is available on the Company's website at https://www.xanadumines.com/site/investor-centre/annual-reports. Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Corporations Act), the vote on Resolution 2 is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

A vote on Resolution 2 must not be cast (in any capacity) by, or on behalf of, the following persons:

a) a member of the Key Management Personnel (KMP) whose remuneration details are included in the 2024 Remuneration Report; or
b) a closely related party (CRP) of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

AUSTRALIA
c/o Company Matters Pty Limited
Level 41, 161 Castlereagh Street
Sydney NSW 2000
T: +612 8280 7497
MONGOLIA
Suite 23, Building 9B
Olympic St. Sukhbaatar District
Ulaanbaatar, Mongolia
T: +967 7012 0211
Xanadu Mines Ltd ACN 114 249 026
www.xanadumines.com

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XANADU MINES LTD
NOTICE OF ANNUAL GENERAL MEETING
22 MAY 2025

a) the proxy appointment is in writing that specifies the way the proxy is to vote (e.g., for, against, abstain) on the resolution; or
b) the vote is cast by the Chair of the Meeting and the appointment of the Chair of the Meeting as proxy:
i) does not specify the way the proxy is to vote on the resolution; and
ii) expressly authorises the Chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Key management personnel and closely related party have the same meanings as set out in the Corporations Act.

VOTING INTENTION OF THE CHAIRMAN OF THE MEETING

Shareholders should be aware that any undirected proxies given to the Chairman of the Meeting will be cast by the Chairman of the Meeting and counted in favour of Resolutions 1 and 2 the subject of this Meeting, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his voting intention on the Resolutions, in which case an ASX announcement will be made.

ENTITLEMENT TO ATTEND AND VOTE

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7:00 pm (AEST) on Tuesday, 20 May 2025 will be entitled to vote at the AGM as a shareholder. Accordingly, transactions registered after that time will be disregarded for determining which shareholders are entitled to participate and vote at the AGM.

If more than one joint holder of shares is present at the AGM (whether by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

All resolutions will be by poll

In accordance with rule 27.1(a) of the Company's Constitution, the Chair of the Meeting intends to demand a poll on each of the resolutions proposed at the AGM. Each resolution considered at the AGM will therefore be conducted by a poll, rather than on a show of hands. The Chair considers voting by poll to be in the best interests of the shareholders as a whole and is a way to ensure the views of as many shareholders as possible are represented at the Meeting.

Appointment of Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the AGM. A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.

To be effective, the proxy must be received at the Share Registry of the Company no later than 11:00am (AEST) on Tuesday, 20 May 2025. Proxies must be received before that time by one of the following methods:

Online:
www.investorvote.com.au/xam (for Shareholders)
www.intermediaryonline.com (Intermediary Online subscribers only)

By post:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia

By facsimile:
1800 783 447 (within Australia)
+61 3 9473 2555 (outside of Australia)

To be valid, a Proxy Form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

AUSTRALIA
c/o Company Matters Pty Limited
Level 41, 161 Castlereagh Street
Sydney NSW 2000
T: +612 8280 7497
MONGOLIA
Suite 23, Building 9B
Olympic St, Sukhbaatar District
Ulaanbaatar, Mongolia
T: +967 7012 0211
Xanadu Mines Ltd ACN 114 249 026
www.xanadumines.com

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XANADU MINES LTD
NOTICE OF ANNUAL GENERAL MEETING
22 MAY 2025

Voting by Attorney

A Proxy Form and the original power of attorney (if any) under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 11:00am (AEST) on Tuesday, 20 May 2025, being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the Company's representative.

A Certificate of Appointment of Corporate Representative form may be obtained from the Company's Share Registry or online at www.investorcentre.com/au and select, "Printable Forms".

IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair of the Meeting becomes your proxy by default, and you do not direct your proxy how to vote on Resolution 2 then by submitting the Proxy Form, you will be expressly authorising the Chair of the Meeting to exercise your proxy on the relevant resolution, even though the resolution may be connected, directly or indirectly, with the remuneration of the KMP.

SHAREHOLDER QUESTIONS

Shareholders may submit questions about the items of business to be considered at the AGM or to the Company's Auditor in relation to the content of the Auditor's Report or the conduct of the audit of accounts for the year ended 31 December 2024 prior to the Meeting by lodging questions online at www.investorcentre.com, select Voting then click 'Ask a Question', or during the AGM either in person or via the online platform. Online questions should be submitted prior to 11:00am (AEST) on Thursday, 15 May 2025 (being no later than the fifth business day before the AGM is held). Questions received ahead of the Meeting will be collated, and during the AGM, the Chair of the Meeting will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to shareholders.

ADDITIONAL TSX REQUIRED DISCLOSURE

The Company is a "designated foreign issuer" as defined in National Instrument 71-102–Continuous Disclosure and Other Exemptions Relating to Foreign Issuers and is subject to the foreign regulatory requirements of the Australian Securities & Investments Commission and the Australian Securities Exchange.

ENCLOSURES

Enclosed are the following documents (for shareholders receiving hard copy):

• Proxy Form to be completed if you would like to be represented at the AGM by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Xanadu Mines' share registry's website at www.investorvote.com.au/xam to ensure the timely and cost-effective receipt of your proxy; and
• a reply-paid envelope for you to return the Proxy Form.

BY ORDER OF THE BOARD

William Hundy
Company Secretary

22 April 2025

AUSTRALIA
c/o Company Matters Pty Limited
Level 41, 161 Castlereagh Street
Sydney NSW 2000
T: +612 8280 7497
MONGOLIA
Suite 23, Building 9B
Olympic St. Sukhbaatar District
Ulaanbaatar, Mongolia
T: +967 7012 0211
Xanadu Mines Ltd ACN 114 249 026
www.xanadumines.com