Announcement PDF EXULTANT MINING LIMITED ACN 684 147 484 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10:00am (AWST) DATE: 13 November 2026 PLACE: Level 8, London House 216 St Georges Terrace Perth, Western Australia 6000 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 (AWST) on 11 November 2026. 1 B U S I N E S S O F T H E M E E T I N G AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2026.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – BRETT GROSVENOR To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Brett Grosvenor, a Director who was appointed as an additional Director, retires, and being eligible, is elected as a Director.” 4. RESOLUTION 3 – ELECTION OF DIRECTOR – ALAN ARMSTRONG To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Alan Armstrong, a Director who was appointed as an additional Director, retires, and being eligible, is elected as a Director.” 5. RESOLUTION 4 – ELECTION OF DIRECTOR – LINCOLN HO To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Lincoln Ho, a Director who was appointed as an additional Director, retires, and being eligible, is elected as a Director.” 6. RESOLUTION 5 – APPOINTMENT OF AUDITOR 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 327B(1)(a) of the Corporations Act and for all other purposes, Hall Chadwick WA Audit Pty Ltd, having been nominated by a Shareholder and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company with effect from the conclusion of the Meeting, on the terms and conditions set out in the Explanatory Statement.” 7. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance 2 with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF 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 7.4 and for all other purposes, Shareholders ratify the issue of 200,000 Shares to Equities Club Pty Ltd on the terms and conditions set out in the Explanatory Statement.” Dated: 24 September 2026 3 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must not be cast: (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or (b) as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 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 7 – Ratification of Prior Issue of Shares Equities Club Pty Ltd or any other person who participated in the issue or is a counterparty to the agreement being approved 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. 4 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. You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution. Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from the Company’s share registry will need to verify your identity. You can register from 9:30 (AWST) on the day of the Meeting. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9481 0389. 5 E X P L A N A T O R Y S T A T E M E N T 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. FINANCIAL STATEMENTS AND REPORTS In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.exultantmining.com.au. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous voting results Given this is the Company’s first annual general meeting, the remuneration report of the Company has not been considered before. Accordingly, a Spill Resolution will not be relevant for this Meeting. 6 3. RESOLUTION 2 – ELECTION OF DIRECTOR – BRETT GROSVENOR 3.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Brett Grosvenor, having been appointed by other Directors on 2 July 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. Further information in relation to Brett Grosvenor is set out below. Qualifications, experience and other material directorships Mr Grosvenor is an experienced executive with over 25 years’ experience in the mining and power industry. Brett has held senior executive positions with a number of companies including director of development of Primero Group, focused on the development of projects from initial concept through to contract delivery and operation. He is a member of the Project Steering Group for Patriot Battery Metals. Term of office Brett Grosvenor has served as a Director since 2 July 2025. Independence If re-elected, the Board considers that Brett Grosvenor will not be an independent Director, by virtue of being the Executive Chairman. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Brett Grosvenor. Board recommendation Having received an acknowledgement from Brett Grosvenor that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Brett Grosvenor since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Brett Grosvenor) recommend that Shareholders vote in favour of this Resolution. 3.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Brett Grosvenor will be re-elected to the Board as an executive Director. If this Resolution is not passed, Brett Grosvenor will not continue in their role as a Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 7 4. RESOLUTION 3 – ELECTION OF DIRECTOR – ALAN ARMSTRONG 4.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Alan Armstrong, having been appointed by other Directors on 11 March 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. Further information in relation to Alan Armstrong is set out below. Qualifications, experience and other material directorships Mr Armstrong is an experienced company director with a demonstrated history of working in the mining & metals industry. He currently serves as Company Secretary for several listed ASX companies including, Broken Hill Mines Limited (formerly Coolabah Metals Limited) [ASX:BHM], Cooper Metals Limited [ASX:CPM], First Lithium Limited [ASX:FL1], Titanium Sands Limited [ASX:TSL] Term of office Alan Armstrong has served as a Director since 11 March 2025. Independence If re-elected, the Board considers that Alan Armstrong will be an independent Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Alan Armstrong. Board recommendation Having received an acknowledgement from Alan Armstrong that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Alan Armstrong since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Alan Armstrong) recommend that Shareholders vote in favour of this Resolution. 4.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Alan Armstrong will be re-elected to the Board as an independent non-executive Director. If this Resolution is not passed, Alan Armstrong will not continue in their role as a Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 8 5. RESOLUTION 4 – ELECTION OF DIRECTOR – LINCOLN HO 5.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Lincoln Ho, having been appointed by other Directors on 2 July 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. Further information in relation to Lincoln Ho is set out below. Qualifications, experience and other material directorships Mr Ho has more than eight years in ASX listed company directorship experience, providing a wide range of business and strategic advice to small cap unlisted and listed public companies. Mr Ho possesses significant experience in mining exploration and investor relations. Term of office Lincoln Ho has served as a Director since 2 July 2025. Independence If re-elected, the Board considers that Lincoln Ho will be an independent Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Lincoln Ho. Board recommendation Having received an acknowledgement from Lincoln Ho that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Lincoln Ho since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Lincoln Ho) recommend that Shareholders vote in favour of this Resolution. 5.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Lincoln Ho will be re-elected to the Board as an independent non-executive Director. If this Resolution is not passed, Lincoln Ho will not continue in their role as a Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 6. RESOLUTION 5 – APPOINTMENT OF AUDITOR 6.1 General Section 327B(1) of the Corporations Act provides that a public company must appoint an auditor at its first annual general meeting and at any subsequent annual general meeting thereafter where there is a vacancy. 9 The Directors appointed Hall Chadwick WA Audit Pty Ltd (Hall Chadwick) as the Company’s auditor following registration of the Company. In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Hall Chadwick to be appointed as the Company’s auditor. A copy of this nomination is attached to this Notice as Schedule 1. Hall Chadwick has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act subject to Shareholder approval of this Resolution. If this Resolution is passed, the appointment of Hall Chadwick as the Company’s auditor will take effect at the close of this Meeting. 6.2 Board Recommendation The Board recommends that Shareholders vote in favour of this Resolution. 7. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE 7.1 General This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company’s market capitalisation is approximately $5,236,000. The Company is therefore an Eligible Entity. 7.2 Technical information required by Listing Rule 14.1A For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution. If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. 7.3 Technical information required by Listing Rule 7.3A REQUIRED INFORMATION DETAILS Period for which the 7.1A Mandate is valid The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). 10 REQUIRED INFORMATION DETAILS Minimum price Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. Use of funds The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the development of the Company’s business, continued exploration expenditure on the Company’s current assets/or projects, the acquisition of new assets or investments and general working capital. Risk of economic and voting dilution Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 23 September 2026. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. Dilution Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution Issue Price $0.07 $0.14 $0.21 50% decrease Issue Price 50% increase Funds Raised Current 37,400,001 Shares 3,740,000 Shares $261,800 $523,600 $785,400 50% increase 56,100,002 Shares 5,610,000 Shares $392,700 $785,400 $1,178,100 100% increase 74,800,002 Shares 7,480,000 Shares $523,600 $1,047,200 $1,570,800 *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 11 REQUIRED INFORMATION DETAILS 1. There are currently 37,400,001 Shares on issue as at the date of this Notice. 2. The issue price set out above is the closing market price of the Shares on the ASX on 23 September 2026 (being $0.14) (Issue Price). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised. 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. Allocation policy under 7.1A Mandate The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; 12 REQUIRED INFORMATION DETAILS (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable). Previous approval under Listing Rule 7.1A.2 The Company has not previously sought approval under Listing Rule 7.1A.2, noting that this is the Company’s first annual general meeting. Accordingly, the Company has not issued any Equity Securities under Listing Rule 7.1A.2 in the twelve months prec