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XPEDRA RESOURCES LIMITED Proxy Solicitation & Information Statement 2026

May 10, 2026

66100_rns_2026-05-10_794453b5-5c2a-4939-86bc-9a20642862c6.pdf

Proxy Solicitation & Information Statement

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XPEDRA
Resources Limited

6 May 2026

Dear Shareholder

GENERAL MEETING OF SHAREHOLDERS - NOTICE AND ACCESS LETTER

Xpedra Resources Limited (ACN 076 390 451) (ASX:XPD) (Company) advises that it will hold a general meeting of shareholders (Shareholders) at Ground Floor, 215 Hay Street, Subiaco, WA 6008 at 10.00am (AWST) on Tuesday, 9 June 2026 (Meeting).

As permitted by the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting and accompanying Explanatory Memorandum (Notice) to Shareholders unless a Shareholder has made a valid election to receive documents in hard copy. Shareholders are able to view and download the Notice from the Company's website at https://www.xpedraresources.com or from the ASX Market Announcements Platform at https://www.asx.com.au/ under the Company's ASX code 'XPD'. A copy of your personalised proxy form is enclosed for convenience.

If you have any difficulties obtaining a copy of the Notice, please contact the Company's share registry, Automic Registry Services Pty Ltd at [email protected], or the Company Secretary at [email protected].

The Company strongly encourages Shareholders to submit their proxy forms prior by 10.00am (AWST) on Sunday, 7 June 2026 (being not less than 48 hours before the Meeting). Any proxy voting instructions received after that time will not be valid for the meeting. Further details on attendance at and participation in the Meeting are set out in the Notice.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the Company's website at https://www.xpedraresources.com/ or the ASX Market Announcements Platform at https://www.asx.com.au under the Company's ASX Code 'XPD'.

Yours faithfully

Ian Cunningham
Joint Company Secretary
Xpedra Resources Limited

xpedraresources.com
[email protected]
Level 3, 101 St Georges Terrace Perth, WA 6000

XPEDRA RESOURCES LIMITED
ACN 076 390 451
NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10.00am (WST)
DATE: 9 June 2026
PLACE: Ground Floor, 215 Hay Street
Subiaco WA 6008

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

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 professional advisers prior to voting.

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 Shareholders at 4.00pm (WST) on 7 June 2026.

BUSINESS OF THE MEETING

AGENDA

RESOLUTION 1 – RATIFICATION OF AGREEMENT TO ISSUE SHARES IN CONNECTION WITH THE ACQUISITION OF THE NEELD GOLD PROJECT – EL 8815

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue 41,500,000 Shares on the terms and conditions set out in the Explanatory Statement."

RESOLUTION 2 – RATIFICATION OF AGREEMENT TO ISSUE SHARES IN CONNECTION WITH THE ACQUISITION OF THE NEELD GOLD PROJECT – EL 9168

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue 2,500,000 Shares on the terms and conditions set out in the Explanatory Statement."

RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 36,773,000 Shares on the terms and conditions set out in the Explanatory Statement."

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 57,115,000 Shares on the terms and conditions set out in the Explanatory Statement."

RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED PLACEMENT PARTICIPANTS

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 56,612,000 Shares to the Unrelated Placement Participants (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement."

RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MICHAEL HAYNES

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

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Shares to Michael Haynes (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

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RESOLUTION 7 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO GARY BILLINGSLEY

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

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,250,000 Shares to Gary Billingsley (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

RESOLUTION 8 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO SCOTT FUNSTON

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

"That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,500,000 Shares to Scott Funston (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO THE JOINT LEAD MANAGERS

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Options to the Joint Lead Managers (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Dated: 6 May 2026

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1 - Ratification of Agreement to Issue Shares in Connection with the Acquisition of the Neeld Gold Project - EL 8815	The EL 8815 Vendors (or their nominee(s)) or any other person who is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 2 - Ratification of Agreement to Issue Shares in Connection with the Acquisition of the Neeld Gold Project - EL 9168	Saturn (or its nominee(s)) or any other person who is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 3 - Ratification of Prior Issue of Tranche 1 Placement Shares Issued Under Listing Rule 7.1	The Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons.
Resolution 4 - Ratification of Prior Issue of Tranche 1 Placement Shares Issued Under Listing Rule 7.1A	The Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons.
Resolution 5 - Approval to Issue Tranche 2 Placement Shares to Unrelated Placement Participants	The Unrelated Placement Participants (or their nominee(s)) or any other 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 ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 6 - Approval to Issue Tranche 2 Placement Shares to Michael Haynes	Michael Haynes (or his nominee(s)) and 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.
Resolution 7 - Approval to Issue Tranche 2 Placement Shares to Gary Billingsley	Gary Billingsley (or his nominee(s)) and 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.
Resolution 8 - Approval to Issue Tranche 2 Placement Shares to Scott Funston	Scott Funston (or his nominee(s)) and 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.
Resolution 9 - Approval to Issue Options to the Joint Lead Managers	The Joint Lead Managers (or their nominee(s)) or any other 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 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 the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(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 holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 416 092 111 or +61 411 649 551.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS 1 AND 2 – NEELD GOLD PROJECT ACQUISITION

1.1 Background

As announced on 21 April 2026, the Company has agreed to acquire the tenure comprising the Neeld Gold Project in New South Wales (Acquisition). Pursuant to the Acquisition, the Company has entered into two separate binding agreements set out in Sections 1.2 and 1.3 below.

1.2 EL 8815 Agreement

As part of the Acquisition, the Company and its wholly owned subsidiary, LM2 Metals Pty Ltd (ACN 650 292 676) (LM2) have entered into a binding agreement with Saturn Metals Limited (ACN 619 488 498) (Saturn), Titan Metals Pty Ltd (ACN 638 614 230), Weddarla Pty Ltd (ACN 002 086 964) and Angus Collins (together, the EL 8815 Vendors) to acquire New South Wales exploration Licence EL 8815 (EL 8815 Agreement). The total consideration payable under the EL 8815 Agreement comprises:

(a) an aggregate of $250,000 payable to the EL 8815 Vendors in cash; and
(b) 41,500,000 Shares to be issued to the EL 8815 Vendors (which are subject to ratification under Resolution 1).

The following voluntary escrow applies to the Shares issued pursuant to the EL 8815 Agreement:

(a) 20,750,000 shares to be escrowed for 3 months from the date of issue;
(b) 18,750,000 shares to be escrowed for 6 months from the date of issue; and
(c) 2,000,000 Shares are not subject to escrow.

The consideration outlined above is inclusive of 4,000,000 Shares to be issued under the EL 8815 Agreement in consideration for the acquisition and cancellation of a contingent 0.75% royalty interest held by certain EL 8815 Vendors over the tenement.

Completion under the EL 8815 Agreement is subject to the satisfaction of the following conditions precedent:

(a) the parties obtaining all third party approvals and consents necessary to lawfully complete the matters set out in the EL 8815 Agreement; and
(b) the EL 8815 Vendors, LM2 and, if necessary, under any relevant third party agreements, the relevant third party, executing a deed of assignment and assumption in relation to each third party agreement.

The EL 8815 Agreement is otherwise on standard terms and conditions for a tenement acquisition agreement.

1.3 EL 9168 Agreement

The Company and LM2 have also entered into a separate binding agreement with Saturn to acquire New South Wales exploration licence EL 9168 (EL 9168 Agreement). The total consideration payable under the EL 9168 Agreement comprises the issue of 2,500,000 Shares to Saturn (which are subject to ratification under Resolution 2).

The following voluntary escrow applies to the Shares issued pursuant to the EL 9168 Agreement:

(a) 1,250,000 shares to be escrowed for 3 months from the date of issue; and
(b) 1,250,000 shares to be escrowed for 6 months from the date of issue.

Completion under the EL 9168 Agreement is subject to the satisfaction of the following conditions precedent:

(c) the parties obtaining all third party approvals and consents necessary to lawfully complete the matters set out in the EL 9168 Agreement; and
(d) Saturn, LM2 and, if necessary, under any relevant third party agreements, the relevant third party, executing a deed of assignment and assumption in relation to each third party agreement.

The EL 9168 Agreement is otherwise on standard terms and conditions for a tenement acquisition agreement.

2. RESOLUTION 1 – RATIFICATION OF AGREEMENT TO ISSUE SHARES IN CONNECTION WITH THE ACQUISITION OF THE NEELD GOLD PROJECT – EL 8815

2.1 General

As set out in Section 1.2 above, the Company has agreed to issue an aggregate of 41,500,000 Shares under the EL 8815 Agreement in connection with the Acquisition.

The Shares will not be issued prior to the date of the Meeting, but are expected to be issued on the completion date under the EL 8815 Agreement. Completion is expected to occur in the weeks following the date of the Meeting.

2.2 Listing Rule 7.1

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 securities it had on issue at the start of that 12 month period.

The agreement to issue the Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up 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 following the date of the issue.

2.3 Listing Rule 7.4

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 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 in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue these Shares, subject to the Shares being issued within 3 months from the date of the Meeting.

2.4 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed and the Shares are issued within 3 months from the date of the Meeting, the issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If Resolution 1 is not passed and the Shares are subsequently issued, the issue will be included in calculating the Company's combined 15% limit in Listing Rules 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

2.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons with whom the Company has agreed to issue Shares	The Shares will be issued to the EL 8815 Vendors who are named in Section 1.2 above.

REQUIRED INFORMATION	DETAILS
	The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number and class of Securities issued	41,500,000 Shares will be issued.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.
Date(s) on or by which the Securities were issued	The Shares will not be issued as at the date of the Meeting but are expected to be issued within 3 months of the date of the Meeting on the date on which completion occurs under the EL 8815 Agreement.
Price or other consideration the Company received for the Securities	The agreement to issue the Shares is as part consideration for the acquisition of EL 8815. As such the Shares are being issued for nil cash consideration.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the agreement to issue the Shares is to satisfy the Company's obligations under the EL 8815 Agreement.
Summary of material terms of agreement to issue	The Shares are being issued under the EL 8815 Agreement, a summary of which is set out in Section 1.2.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue will not breach Listing Rule 7.1.

3. RESOLUTION 2 – RATIFICATION OF AGREEMENT TO ISSUE SHARES IN CONNECTION WITH THE ACQUISITION OF THE NEELD GOLD PROJECT – EL 9168

3.1 General

As set out in Section 1.2 above, the Company has agreed to issue an aggregate of 2,500,000 Shares under the EL 9168 Agreement in connection with the Acquisition.

The Shares will not be issued prior to the date of the Meeting, but are expected to be issued on the completion date under the EL 9168 Agreement. Completion is expected to occur in the weeks following the date of the Meeting.

3.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The agreement to issue the Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up 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 following the date of the issue.

3.3 Listing Rule 7.4

A summary of Listing Rule 7.4 is set out in Section 2.3 above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue these Shares, subject to the Shares being issued within 3 months from the date of the Meeting.

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3.4 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed and the Shares are issued within 3 months from the date of the Meeting, the issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If Resolution 2 is not passed and the Shares are subsequently issued, the issue will be included in calculating the Company's combined 15% limit in Listing Rules 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

3.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons with whom the Company has agreed to issue Shares	The Shares will be issued to Saturn.
The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number and class of Securities issued	2,500,000 Shares will be issued.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.
Date(s) on or by which the Securities were issued	The Shares will not be issued as at the date of the Meeting but are expected to be issued within 3 months of the date of the Meeting on the date on which completion occurs under the EL 9168 Agreement.
Price or other consideration the Company received for the Securities	The agreement to issue the Shares is as part consideration for the acquisition of EL 9168. As such the Shares are being issued for nil cash consideration.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the agreement to issue the Shares is to satisfy the Company's obligations under the EL 9168 Agreement.
Summary of material terms of agreement to issue	The Shares are being issued under the EL 9168 Agreement, a summary of which is set out in Section 1.3.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue will not breach Listing Rule 7.1.

4. RESOLUTIONS 3 TO 9 – BACKGROUND TO PLACEMENT

4.1 Placement

As announced on 23 April 2026, the Company received firm commitments to undertake a two-tranche placement of an aggregate of 159,250,000 Shares at an issue price of $0.02 per Share to raise $3,185,000 (Placement). The Placement comprises:

(a) Tranche 1: The issue of 93,888,000 Shares to unrelated professional and sophisticated investors (Unrelated Placement Participants) pursuant to the Company's placement capacity under ASX Listing Rules 7.1 (36,773,000 Shares) and 7.1A (57,115,000 Shares) (for which ratification is sought under Resolutions 3 and 4); and

(b) Tranche 2: Subject to obtaining Shareholder approval, the issue of up to 65,362,000 Shares, comprising:

(i) 56,612,000 Shares to be issued to additional Unrelated Placement Participants (for which approval is sought under Resolution 5); and
(ii) 8,750,000 Shares to be issued to the Directors of the Company (Director Participation) (for which approval is sought under Resolutions 6 to 8).

Tranche 1 of the Placement was completed on 30 April 2026.

4.2 Use of funds

The Company will apply the proceeds from the Placement (after expenses) to the following purposes:

(a) ongoing drilling programs at the Springfield Gold Deposit;
(b) costs of the Neeld Gold Project acquisition;
(c) exploration programs and drilling at the Neeld Gold Project;
(d) further exploration programs at Rockvale and Kookabookra Gold and Antimony Projects; and
(e) placement costs and working capital.

4.3 Joint Lead Managers

The Company engaged CPS Capital Group Pty Ltd (ACN 088 055 636) (CPS Capital) and Blue Ocean Equities Pty Limited (ACN 151 186 935) (Blue Ocean Equities) (together, the Joint Lead Managers) to act as joint lead managers to the Placement pursuant to a joint lead manager mandate (Joint Lead Manager Mandate). Under the Joint Lead Manager Mandate the Company has agreed to pay/issue the Joint Lead Managers (or their nominee(s)):

(a) a 2% management fee (plus GST) on all funds raised under the Placement;
(b) a 4% placement fee (plus GST) on all funds raised under the Placement; and
(c) subject to shareholder approval, 25,000,000 options exercisable at $0.03 each and expiring three (3) years from the date of issue (for which approval is sought under Resolution 9).

The Company confirms that the Joint Lead Manager Mandate is otherwise on terms and conditions standard for an agreement of that nature.

5. RESOLUTIONS 3 AND 4 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES

5.1 General

A summary of the Placement is set out in Section 4.1 above.

These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 93,888,000 Shares at an issue price of $0.02 per Share to raise $1,877,760 under Tranche 1 of the Placement.

36,773,000 Shares were issued pursuant to the Company's capacity under Listing Rule 7.1 (being, the subject of Resolution 3) and 57,115,000 Shares were issued pursuant to the Company's placement capacity under Listing Rule 7.1A (being, the subject of Resolution 4).

5.2 Listing Rules 7.1 and 7.1A

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

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 this approval at its annual general meeting held on 19 November 2025.

The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company's capacity to issue further equity securities

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without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.

5.3 Listing Rule 7.4

A summary of Listing Rule 7.4 is set out in Section 2.3 above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

5.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the issue will be excluded in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If these Resolutions are not passed, the issue will be included in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

5.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	The Shares were issued to the Unrelated Placement Participants (or their nominee(s)) who are professional and sophisticated investors who were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement from non-related parties of the Company.
The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company.
Number and class of Securities issued	93,888,000 Shares were issued on the following basis:
(a) 36,773,000 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 3);
(b) 57,115,000 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 4).
Terms of Securities	The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.
Date(s) on or by which the Securities were issued	30 April 2026.
Price or other consideration the Company received for the Securities	$0.02 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A.
Purpose of the issue, including the intended use of any funds raised by the issue	Refer to Section 4.2 for details of the proposed use of funds from the Placement.
Summary of material terms of agreement to issue	The Shares were issued pursuant to customary placement agreements between the Company and the Unrelated Placement Participants.

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REQUIRED INFORMATION	DETAILS
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1 or Listing Rule 7.1A.

6. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED PLACEMENT PARTICIPANTS

6.1 General

A summary of the Placement is set out in Section 4.1 above.

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 56,612,000 Shares to the Unrelated Placement Participants (or their nominee(s)) at an issue price of $0.02 per Share to raise up to $1,132,240 under Tranche 2 of the Placement.

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.

6.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue. Accordingly, the Company will be unable to raise approximately $1,132,240 under Tranche 2 of the Placement.

6.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	The Shares will be issued to the Unrelated Placement Participants who are professional and sophisticated investors who were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement from non-related parties of the Company.
The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	Up to 56,612,000 Shares will be issued.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the	$0.02 per Share.

REQUIRED INFORMATION	DETAILS
Company will receive for the Securities
Purpose of the issue, including the intended use of any funds raised by the issue	Refer to Section 4.2 for details of the proposed use of funds under the Placement.
Summary of material terms of agreement to issue	The Shares are being issued pursuant to customary placement agreements between the Company and the Unrelated Placement Participants.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

RESOLUTIONS 6 TO 8 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTORS

7.1 General

A summary of the Placement and proposed Director Participation is set out in Section 4.1.

Pursuant to Resolutions 6 to 8, the Company seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue of an aggregate of 8,750,000 Shares under Tranche 2 of the Placement to the Company's Directors as set out in the table below.

RECIPIENT	RESOLUTION	PARTICIPATION
		QUANTUM	FUNDS RAISED
		SHARES
Michael Haynes (or his nominee(s))	6	5,000,000	$100,000
Gary Billingsley (or his nominee(s))	7	1,250,000	$25,000
Scott Funston (or his nominee(s))	8	2,500,000	$50,000
Total		8,750,000	$175,000

7.2 Director Recommendation

Each Director has a material personal interest in the outcome of these Resolutions on the basis that all of the Directors (or their nominee(s)) are to be issued Shares should these Resolutions be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on these Resolutions.

7.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.

The Director Participation will result in the issue of Shares to the Directors which constitutes giving a financial benefit and the Directors are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Haynes who has a material personal interest in Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 6 because the Shares will be issued to Mr Haynes on the same terms as the Shares offered to the Unrelated Placement Participants under the Placement and as such the giving of the financial benefit is on arm's length terms.

The Directors (other than Mr Billingsley who has a material personal interest in Resolution 7) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 7 because Shares will be issued to Mr Billingsley on the same terms as the Shares offered to the Unrelated Placement Participants under the Placement and as such the giving of the financial benefit is on arm's length terms.

The Directors (other than Mr Funston who has a material personal interest in Resolution 8) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 8 because the Shares will be issued to Mr Funston on the same terms as Shares offered to the Unrelated Placement Participants under the Placement and as such the giving of the financial benefit is on arm's length terms.

7.4 Section 195(4) of the Corporations Act

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough directors to form a quorum for a director meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that all of the Directors comprising the Board have a material personal interest in the outcome of Resolutions 6 to 8. If each does have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolutions 6 to 8 at Board level.

Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company also seeks Shareholder approval for Resolutions 6 to 8 for the purposes of section 195(4) of the Corporations Act in respect of the reliance on the arm's length terms exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

7.5 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;

10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

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

unless it obtains the approval of its shareholders.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

7.6 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company's 15% annual placement capacity.

If these Resolutions are not passed, the Company will not be able to proceed with the issue and the Company will not raise the additional $175,000 under Tranche 2 of the Placement.

7.7 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the persons to whom Securities will be issued	The proposed recipients of the Shares are set out in Section 7.1 above.
Categorisation under Listing Rule 10.11	Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director.
Any nominee(s) of the proposed recipients who receive Shares may constitute 'associates' for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	The maximum number of Shares to be issued (being the nature of the financial benefit proposed to be given) and the allocation between the recipients is set out in the table included at Section 7.1 above.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	$0.02 per Share.
Purpose of the issue, including the intended use of any funds raised by the issue	Refer to Section 4.2 for details of the proposed use of funds under the Placement.
Consideration of type and quantum of Security to be issued	The recipients are seeking to participate in the Placement on the same terms as the Unrelated Placement Participants who took part in the Placement.
It is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares to the Directors on the terms proposed.
Summary of material terms of agreement to issue	The Shares are being issued pursuant to customary placement agreements between the Company and the Directors that are on the same terms as the customary placement agreements between the Company and the Unrelated Placement Participants.

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REQUIRED INFORMATION	DETAILS
Other information	The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions.
Voting exclusion statements	Voting exclusion statements apply to these Resolutions.

8. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO THE JOINT LEAD MANAGERS

8.1 General

A summary of the Joint Lead Managers and their engagement in respect to the Placement is set out in Section 4.3 above.

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 25,000,000 Options in consideration for joint lead manager services provided by the Joint Lead Managers pursuant to the Joint Lead Manager Mandate. The Options are exercisable at $0.03 each on or before the date that is three (3) years from the date of issue and are otherwise on the terms and conditions set out in Schedule 1.

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.

8.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue. Accordingly, the Company will have to negotiate a cash payment with the Joint Lead Managers to compensate them for not receiving the Option consideration.

8.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	The Options will be issued to CPS Capital and Blue Ocean Equities.
The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	Up to 25,000,000 Options will be issued.
Terms of Securities	The Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

REQUIRED INFORMATION	DETAILS
Price or other consideration the Company will receive for the Securities	The Securities will be issued at a nil issue price, in consideration for joint lead manager services provided by the Joint Lead Managers in connection with the Placement.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to satisfy the Company's obligations under the Joint Lead Manager Mandate.
Summary of material terms of agreement to issue	The Securities are being issued under the Joint Lead Manager Mandate, a summary of the material terms of which is set out in Section 4.3.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

GLOSSARY

$ means Australian dollars.

Acquisition means the acquisition of the tenure comprising the Neeld Gold Project, as described in Section 1.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Blue Ocean Equities means Blue Ocean Equities Pty Limited (ACN 151 186 935).

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Xpedra Resources Limited (ACN 076 390 451).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

CPS Capital means CPS Capital Group Pty Ltd (ACN 088 055 636).

Director Participation has the meaning given in Section 4.1.

Directors means the current directors of the Company.

EL 8815 Agreement has the meaning given in Section 1.2.

EL 8815 Vendors means Saturn, Titan Metals Pty Ltd (ACN 638 614 230), Weddarla Pty Ltd (ACN 002 086 964) and Angus Collins.

EL 9168 Agreement has the meaning given in Section 1.3.

Explanatory Statement means the explanatory statement accompanying the Notice.

Joint Lead Manager Mandate has the meaning given in Section 4.3.

Joint Lead Managers has the meaning given in Section 4.3.

Listing Rules means the Listing Rules of ASX.

LM2 means LM2 Metals Pty Ltd (ACN 650 292 676).

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.

Placement has the meaning given in Section 4.1.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

Saturn means Saturn Metals Limited (ACN 619 488 498).

Security means a Share, Option or Performance Right (as applicable).

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

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Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

Unrelated Placement Participants means the unrelated professional and sophisticated investors who participated in the Placement, as described in Section 4.1.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

1.	Entitlement	Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
2.	Exercise Price	Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.03 (Exercise Price).
3.	Expiry Date	Each Option will expire at 5:00 pm (AWST) on the date that is three (3) years from the date of issue (Expiry Date).
An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
4.	Exercise Period	The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
5.	Exercise Notice	The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
6.	Exercise Date	An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
7.	Timing of issue of Shares on exercise	Within five Business Days after the Exercise Date, the Company will:
(a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company;
(b) 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
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
8.	Shares issued on exercise	Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
9.	Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

10.	Participation in new issues	There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
11.	Change in exercise price/Adjustment for rights issue	An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
12.	Transferability	The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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XPEDRA

Resources Limited

XPEDRA RESOURCES LIMITED | ABN 88 076 390 451

Proxy Voting Form

If you are attending the Meeting in person, please bring this with you for Securityholder registration.

Your proxy voting instruction must be received by 10:00am (AWST) on Sunday, 07 June 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/#/name 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.

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.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at

https://portal.automic.com.au/investor/home 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.

BY MAIL:

Automic

GPO Box 5193

Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street

Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBSITE:

https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia)

+61 2 9698 5414 (Overseas)

AUTOMIC

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of XPEDRA RESOURCES LIMITED, to be held at 10:00am (AWST) on Tuesday, 09 June 2026 at Ground Floor, 215 Hay Street Subiaco WA 6008 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.

STEP 2 - Your voting direction

Resolutions		For	Against	Abstain
1	RATIFICATION OF AGREEMENT TO ISSUE SHARES IN CONNECTION WITH THE ACQUISITION OF THE NEELD GOLD PROJECT – EL 8815	☐	☐	☐
2	RATIFICATION OF AGREEMENT TO ISSUE SHARES IN CONNECTION WITH THE ACQUISITION OF THE NEELD GOLD PROJECT – EL 9168	☐	☐	☐
3	RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1	☐	☐	☐
4	RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A	☐	☐	☐
5	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED PLACEMENT PARTICIPANTS	☐	☐	☐
6	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MICHAEL HAYNES	☐	☐	☐
7	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO GARY BILLINGSLEY	☐	☐	☐
8	APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO SCOTT FUNSTON	☐	☐	☐
9	APPROVAL TO ISSUE OPTIONS TO THE JOINT LEAD MANAGERS	☐	☐	☐
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

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).