ZENITH MINERALS LIMITED — Proxy Solicitation & Information Statement 2025

Sep 29, 2025

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Zenith Minerals Limited ABN: 96 119 397 938

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND EXPLANATORY STATEMENT

Date of Meeting: 5 November 2025 Time of Meeting: 11.30 am WST Place of Meeting: Suite 3, Ground Floor, 5 Ord Street, West Perth WA 6005

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Shareholders of Zenith Minerals Limited will be held at Suite 3, Ground Floor, 5 Ord Street, West Perth WA 6005 , at 11.30am (WST) on 5 November 2025.

AGENDA

RESOLUTIONS

1. RESOLUTION 1 – APPROVAL TO ISSUE PLACEMENT SHARES

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, Shareholders approve the issue by the Company of 60,000,000 Shares to Ida Metal Investments Pty Ltd (or its nominee) for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Extraordinary General Meeting .”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ida Metal Investments Pty Ltd (or its nominee) or any Associate of Ida Metal Investments Pty Ltd (or its nominee), and any person 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 entity). However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on 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 acting 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:

1

• (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.

BY ORDER OF THE BOARD

Nicholas Ong

Company Secretary

30 September 2025

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 Resolution.

Voting in person

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

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:

• a) each Shareholder has a right to appoint a proxy;

• b) the proxy need not be a Shareholder of the Company; and

• c) a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) 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:

• a) if proxy holders vote, they must cast all directed proxies as directed; and

• b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorizing him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting.

Eligibility to vote

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 5.30pm (WST) on 3 November 2025.

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.

Voting by poll

All Resolutions under this Notice will be determined by poll.

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at nic@zenithminerals.com.au by 5.30pm (WST) on 3 November 2025.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9226 1110.

1. RESOLUTION 1 – APPROVAL TO ISSUE PLACEMENT SHARES

1.1 Background

On 25 September 2025, the Company announced a placement ( Placement ) pursuant to which the Company has agreed to issue 60,000,000 Shares ( Placement Shares ) to Ida Metal pursuant to the Subscription Agreement.

The Placement Shares will be issued at an issue price of $0.1275 per Placement Share to raise approximately $7.65 million.

The Company requires Shareholder approval to issue the Placement Shares as the Company does not have sufficient placement capacity under Listing Rule 7.1 to do so. Accordingly, this Resolution seeks the relevant Shareholder approval to issue the Placement Shares outside of the Company’s available placement capacity under Listing Rule 7.1.

Resolution 1 seeks the approval of Shareholders for the issue of Placement Shares in accordance with Listing Rule 7.1.

1.2 Regulatory Requirements

Listing Rule 7.1 provides that, a company must not, subject to specified exceptions, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the Company during the previous 12-month period exceed 15% under Listing Rule 7.1, of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

The issue of the Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and as the issue has not yet been approved by Shareholders, the issue will effectively use up part of the Company’s 15% placement capacity under Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the further 12-month period following the date of issue of the Placement Shares.

Accordingly, under Resolution 1, the Company seeks Shareholder approval for the issue of the Placement Shares under Listing Rule 7.1.

If this Resolution is passed, the Company will be able to proceed with the issue of the Placement Shares to Ida Metal (or its nominee) as the issue of the 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 date of issue of the Placement Shares.

If this Resolution is not passed, the Company will not be able to proceed with the issue of the Placement Shares. The Company does not presently have sufficient placement capacity to issue the Placement Shares. Accordingly, if this Resolution is not passed, the Company will not be able to proceed with the issue of the Placement Shares.

1.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to this Resolution:

(a) The names of the persons to receive the securities

The Placement Shares will be issued to Ida Metal (or its nominee) who is a sophisticated investor.

Ida Metal is not a related party of nor a Material Investor in the Company.

(b) Number of securities and class of securities to be issued

60,000,000 Shares.

(c) Terms of the securities

The Placement Shares will be fully paid ordinary shares in the Company and rank equally in all respects with the Company’s existing Shares on issue.

(d) Date of issue

Subject to Shareholder approval being received, the Placement Shares will be issued as soon as possible after Shareholder approval and, in any event, within 3 months of the Meeting.

(e) Issue price or other consideration

The Placement Shares will be issued at $0.1275 per Share.

(f) Purpose of the issue, including the intended use of funds raised

It is intended that the proceeds raised via the Placement will be used as follows:

Use of funds	$m
Accelerate Red Mountain drilling, including an anticipated
reverse circulation (RC) drilling campaign of approximately
10 -15 holes, followed by additional diamond drilling and	3.00
metallurgical test work to advance the Project towards its
next phase of evaluation.
Accelerate resource growth at the Consolidated Dulcie Gold
Project through a 9,000–12,000 metre RC drilling program,
providing the foundation for early development assessments	3.00
and advancing the Project as a potential future mining
opportunity.
General working capital, continued advancement of the
Company’s broader exploration portfolio, and costs	1.75
associated with the offer.
Total	7.65

The above represents the Company’s current intentions with respect to the use funds. Actual use of funds may vary to that set out above.

(g) Relevant agreement

The Placement Shares are proposed to be issued pursuant to the Subscription Agreement.

The material terms of the Subscription Agreement are as follows:

• (i) Ida Metal agreed to subscribe for 60 million Placement Shares at a subscription price of $0.1275 per Share as part of the Placement.

• (ii) On completion, the Company must issue or procure the issue of the Placement Shares to Ida Metal within 3 Business Days of obtaining shareholder approval, or such other date as the parties agree in writing.

Following completion, the Company must:

• apply for official quotation of the Placement Shares;

• within 2 business days following completion, procure that a holding statement is given to Ida Metal in respect of the Placement Shares; and

• within 2 business days following completion, give ASX a notice that complies with s708A(5)(e) of the Corporations Act, or if it is unable to provide ASX such a notice, lodge with ASIC a prospectus prepared for the purposes of section 708A(11) of the Corporations Act.

• (iii) The obligations of the parties under the Subscription Agreement are conditional upon the Company obtaining shareholder approval under Listing Rule 7.1 to issue the Placement Shares.

• (iv) The Subscription Shares will be fully paid, validly issued ordinary shares, free from any encumbrance and will rank equally in all respects with the Company’s Shares.

• (v) Ida Metal agreed that the Placement Shares will be subject to a period of 6 months escrow and agrees to enter into a restriction agreement if required by the Company.

• (vi) Subject to usual exceptions, Ida Metal has agreed to not acquire any further Shares until 29 June 2026.

• (vii) The Subscription Agreement contains other terms which are considered standard for agreements of this nature, including warranties, termination, injunctive relief and confidentiality provisions.

(h) Voting exclusion statement

• A voting exclusion statement for Resolution 1 has been included in the Notice of Extraordinary General Meeting preceding this Explanatory Statement

1.4 Board recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

GLOSSARY

In this Explanatory Statement, the following terms have the following unless the context otherwise requires

$	an Australian dollar.
ASIC	Australian Securities and Investments Commission.
Associate	has the meaning given to that term in the ASX Listing Rules.
ASX	ASX Limited.
ASX Listing Rules	listing rules of the ASX.
Board	board of Directors.
Chair	chairperson of the Extraordinary General Meeting.
Company	Zenith Minerals Limited ACN 119 397 938.
Company Secretary	the company secretary of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	director of the Company.
Equity Securities	has the meaning given to that term in the ASX Listing Rules.
Explanatory	the explanatory statement that accompanies this Notice of
Statement	Extraordinary General Meeting.
Ida Metal	Ida Metal Investments Pty Ltd (ACN 682 881 796).
Key Management	key management personnel of the Company (as defined in
Personnel	section 9 of the Corporations Act).
Material Investor	ASX consider the following to be material investors with respect
	to the Company:
	(a) a related party of the Company;
	(b) a member of the Company’s Key Management
	Personnel;
	(c) a substantial holder in the Company;
	(d) an adviser to the Company; or
	(e) an associate of any of the above,
	where such person or entity is being issued more than 1% of the
	Company’s current issued capital.

Meeting or the Extraordinary general meeting convened by this Notice of Extraordinary General Extraordinary General Meeting. Meeting

Notice or Notice of

this notice of Extraordinary General Meeting.

Extraordinary General Meeting or Notice of Meeting

Placement the placement to raise approximately $7,650,000 via the issue of 60,000,000 Shares at an issue price of $0.1275 per Share under the Subscription Agreement.

Proxy Form the proxy form enclosed with this Notice of Extraordinary General Meeting. Resolution the resolution contained in this Notice of Extraordinary General Meeting. Share a fully paid ordinary share in the capital of the Company. Shareholder the holder of a Share in the Company. Subscription the subscription agreement dated 24 September 2025 between Agreement the Company and Ida Metal. WST Australian Western Standard Time.

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

Zenith Minerals Limited | ABN 96 119 397 938

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Your proxy voting instruction must be received by 11:30am (AWST) on Monday, 03 November 2025 , 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

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/#/homeShareholders 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://investor.automic.com.au/#/loginsahor 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: 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 Extraordinary General Meeting of Zenith Minerals Limited, to be held at 11:30am (AWST) on Wednesday, 05 November 2025 at Suite 3, Ground Floor, 5 Ord Street, West Perth WA 6005 hereby:

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Appoint the Chair of the Meeting (Chair) OR 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 or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking 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 1 APPROVAL TO ISSUE PLACEMENT SHARES

For Against Abstain

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll 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	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	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).