Legal/93187263_8 THETA GOLD MINES LIMITED ACN 131 758 177 NOTICE OF 2025 ANNUAL GENERAL MEETING TIME: 11.00 am (AEDT) DATE: Friday, 28 November 2025 PLACE: ‘The Boardroom’ (Servcorp) Level 35, International Tower One 100 Barangaroo Avenue SYDNEY NSW 2000 THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. PLEASE READ IT CAREFULLY. If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should consult your financial or legal adviser as soon as possible. Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on (+61 2) 8046 7584. 2 Legal/93187263_8 NOTICE OF 2025 ANNUAL GENERAL MEETING Notice is hereby given that the 2025 Annual General Meeting of Theta Gold Mines Limited (the Company) will be held at: Venue: The Boardroom (Servcorp) Level 35, International Tower One 100 Barangaroo Avenue SYDNEY NSW 2000 Date: 11.00 am (AEDT), Friday, 28 November 2025 This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement. AGENDA BUSINESS A. TO RECEIVE THE FINANCIAL REPORT, DIRECTORS’ REPORT AND AUDITOR’S REPORT “To receive and consider the financial report for the year ended 30 June 2025, together with the declaration of the Directors, Directors’ report, Remuneration Report and the auditor’s report.” Note: This item of business is for discussion and not for resolution. B. RESOLUTIONS RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (which forms part of the Directors’ report) for the year ended 30 June 2025 be adopted.” Notes - the vote on this item is advisory only and does not bind the Directors or the Company. If 25% or more of votes cast are voted against the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a ‘spill resolution’) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must stand for re-election. Voting Prohibition Statement A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) A Closely Related Party of such a member. 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. 3 Legal/93187263_8 RESOLUTION 2 – RE-ELECTION OF DIRECTOR: MR CHARLES (BILL) WILLIAM GUY To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Mr Charles (Bill) William Guy, an Executive Director of the Company, retiring by rotation pursuant to clause 10.2 (b) of the Constitution and ASX Listing Rules 14.4 and 14.5 and, being eligible, offers himself for re-election, be re-elected as a Director.” RESOLUTION 3 – RE-ELECTION OF DIRECTOR: MR GUYANG (BRETT) TANG To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Mr Guyang (Brett) Tang, a Non-Executive Director of the Company, retiring by rotation pursuant to clause 10.2 (b) of the Constitution and ASX Listing Rules 14.4 and 14.5 and, being eligible, offers himself for re-election, be re-elected as a Director.” RESOLUTION 4 – ELECTION OF DIRECTOR: MR HANSJOERG PLAGGEMARS To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Mr Hansjoerg Plaggemars, who was appointed as a Director of the Company on 8 September 2025 in accordance with clause 10.1 of the Company’s Constitution and ASX Listing Rule 14.4, being eligible, offers himself for election, be elected as a Director.” RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 57,142,855 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 7.4 and for all other purposes, Shareholders ratify the issue of 57,142,855 fully paid ordinary shares at an issue price of A$0.21 to sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 6 – APPROVAL TO GRANT 24,009,602 PLACEMENT OPTIONS 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, Shareholder approval is given for the Company to grant 24,004,602 free attaching Options with an exercise price of $0.32 (32 cents) and expiry date that is 18 months from the grant date, to sophisticated and professional investors on the basis of 1 free attaching Option for every 2.38 Placement Shares subscribed on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 4 Legal/93187263_8 RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF 34,379,789 TRANCHE ONE SHARES TO CONG YU COMPANY LIMITED 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 34,379,789 fully paid ordinary shares at an issue price of A$0.21 to Cornerstone Investors, Cong Yu Company Limited, new sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 8 – APPROVAL TO GRANT 14,445,289 TRANCHE ONE OPTIONS TO CONG YU COMPANY LIMITED 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, Shareholder approval is given for the Company to grant 14,445,289 free attaching Options (Tranche One Options) with an exercise price equal to the higher of (i) 80% of the 10-day VWAP for shares traded on the ASX in the 10 trading days immediately preceding the exercise of the option or (ii) A$0.155 (15.5 cents) and expiry date of 10 October 2027, to Cong Yu Company Limited, new sophisticated and professional institutional investors on the basis of 1 free attaching Option for every 2.38 Tranche One Shares subscribed on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF 14,734,195 TRANCHE ONE SHARES TO MOONX INTELLIGENCE LIMITED 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 14,734,195 fully paid ordinary shares at an issue price of A$0.21 to Moonx Intelligence Limited, new sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 10 – APPROVAL TO GRANT 6,190,838 TRANCHE ONE OPTIONS TO MOONX INTELLIGENCE LIMITED 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, Shareholder approval is given for the Company to grant 6,190,838 free attaching Options (Tranche One Options) with an exercise price equal to the higher of (i) 80% of the 10-day VWAP for shares traded on the ASX in the 10 trading days immediately preceding the exercise of the option or (ii) A$0.155 (15.5 cents) and expiry date of 10 October 2027, to Moonx Intelligence Limited, new sophisticated and professional institutional investors on the basis of 1 free attaching Option for every 2.38 Tranche One Shares subscribed on the terms and conditions set out in the Explanatory Statement.” 5 Legal/93187263_8 A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 11 – APPROVAL TO ISSUE TRANCHE TWO SHARES TO CORNERSTONE INVESTORS 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, Shareholder approval is given for the Company to issue such a number of fully paid ordinary shares (Tranche Two Shares) at an issue price of A$15.5 (15.5 cents) to Cong Yu Company Limited and Moonz Intelligence Limited, new sophisticated and professional investors, to raise up to US$10 million on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 12 – APPROVAL TO GRANT TRANCHE TWO OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, subject to the passing of Resolution 11, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approval is given for the Company to grant 1 free attaching Option (Tranche Two Options) with an exercise price equal to the higher of (i) 80% of the 10-day VWAP for shares traded on the ASX in the 10 trading days immediately preceding the exercise of the option or (ii) A$0.155 (15.5 cents) and expiry date of 10 October 2027, to Cong Yu Company Limited and Moonx Intelligence Limited, sophisticated and professional investors for every 2.38 Tranche Two Shares subscribed on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 13 – APPROVAL TO ISSUE DIRECTOR SHARES TO NC NEW ENERGY LIMITED AND ASSOCIATED COMPANY OF THE DIRECTOR 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 10.11 and for all other purposes, Shareholder approval is given for the Company to issue such a number of fully paid ordinary shares (Director Shares) at an issue price of A$15.5 (15.5 cents) to NC New Energy Limited, a sophisticated and professional investor and an associate of Non-Executive Director, Mr Brett Tang, to raise up to US$1 million on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 6 Legal/93187263_8 RESOLUTION 14 – APPROVAL TO GRANT DIRECTOR OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, subject to the passing of Resolution 13, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approval is given for the Company to grant 1 free attaching Option (Director Options) with an exercise price equal to the higher of (i) 80% of the 10-day VWAP for shares traded on the ASX in the 10 trading days immediately preceding the exercise of the option or (ii) A$0.155 (15.5 cents) and expiry date of 10 October 2027, to NC New Energy Limited, a sophisticated and professional investor and an associated company of Non-Executive Director, Mr Brett Tang, for every 2.38 Director Shares subscribed on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 15 – APPROVAL TO GRANT SHARE PURCHASE PLAN OPTIONS 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, Shareholder approval is given for the Company to grant up to 4,001,601 Options on the basis of 1 free attaching Option under a share purchase plan announced on 7 October 2025 with an exercise price of $0.32 (32 cents) and an expiry date 18 months from the date of grant (SPP Options) for every 2.38 Share Purchase Plan Shares subscribed on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 16 - APPROVAL OF ADDITIONAL PLACEMENT CAPACITY To consider and, if thought fit, 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 commencement of the 12 months immediately preceding the date of issue or agreement to issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 17 – APPROVAL TO ISSUE TRANCHE THREE SHARES TO HONGKONG RUIHUA INVESTMENT MANAGEMENT LIMITED 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 approval is given for the Company to issue such a number of fully paid ordinary shares (Tranche Three Shares) at an issue price of A$0.155 (15.5 cents) to HongKong Ruihua Investment Management Limited to raise up to US$3 million on the terms and conditions set out in the Explanatory Statement.” 7 Legal/93187263_8 A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 18 – APPROVAL TO GRANT TRANCHE THREE OPTIONS TO HONGKONG RUIHUA INVESTMENT MANAGEMENT LIMITED To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, subject to the passing of Resolution 17, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approval is given for the Company to grant 1 free attaching Option (Tranche Three Options) with an exercise price equal to the higher of (i) 80% of the 10-day VWAP for shares traded on the ASX in the 10 trading days immediately preceding the exercise of the option or (ii) A$0.155 (15.5 cents) and expiry date of 10 October 2027, to HongKong Ruihua Investment Management Limited for every 2.38 Tranche Three Shares subscribed on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 19 – APPROVAL TO ISSUE TRANCHE THREE SHARES TO DIAO JINGSHA 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 approval is given for the Company to issue such a number of fully paid ordinary shares (Tranche Three Shares) at an issue price of A$0.155 (15.5 cents) to Diao Jingsha, to raise up to US$3 million on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 20 – APPROVAL TO GRANT TRANCHE THREE OPTIONS TO DIAO JINGSHA To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, subject to the passing of Resolution 19, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approval is given for the Company to grant 1 free attaching Option (Tranche Three Options) with an exercise price equal to the higher of (i) 80% of the 10-day VWAP for shares traded on the ASX in the 10 trading days immediately preceding the exercise of the option or (ii) A$0.155 (15.5 cents) and expiry date of 10 October 2027, to Diao Jingsha for every 2.38 Tranche Three Shares subscribed on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 8 Legal/93187263_8 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 5 – RATIFICATION OF PRIOR ISSUE OF 57,142,855 PLACEMENT SHARES A person who participated in the issue or is a counterparty to the agreement being approved (namely the participants in the placement) or an associate of that persons RESOLUTION 6 – APPROVAL TO GRANT 24,009,602 PLACEMENT OPTIONS A person(s) who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF 34,379,789 TRANCHE ONE SHARES TO CONG YU COMPANY A person(s) who participated in the issue or is a counterparty to the agreement being approved (namely Cong Yu Company Limited) or an associate of that person. RESOLUTION 8 – APPROVAL TO GRANT 14,445,289 TRANCHE ONE OPTIONS TO CONG YU COMPANY A person(s) who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely Cong Yu Company Limited) or an associate of that person. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF 49,113,984 TRANCHE ONE SHARES TO MOONX INTELLIGENCE LIMITED A person(s) who participated in the issue or is a counterparty to the agreement being approved (namely Moonx Intelligence Limited) or an associate of that person. RESOLUTION 10 – APPROVAL TO GRANT 20,636,127 TRANCHE ONE OPTIONS TO MOONX INTELLIGENCE LIMITED A person(s) who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely Moonx Intelligence Limited) or an associate of that person. RESOLUTION 11 – APPROVAL TO ISSUE TRANCHE TWO SHARES A person who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely Cong Yu Company Limited and Moonx Intelligence Limited) or an associate of that person. RESOLUTION 12 – APPROVAL TO GRANT TRANCHE TWO OPTIONS A person(s) who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely Cong Yu Company Limited and Moonx Intelligence Limited) or an associate of that person. 9 Legal/93187263_8 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: RESOLUTION 13 – APPROVAL TO ISSUE DIRECTOR SHARES TO NC NEW ENERGY LIMITED A person who is to receive the securities in question and any other person who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely NC New Energy Limited and Mr Brett Tang) or an associate of that person RESOLUTION 14 – APPROVAL TO GRANT DIRECTOR OPTIONS A person who is to receive the securities in question and any other person who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely NC New Energy Limited and Mr Brett Tang) or an associate of that person RESOLUTION 15 – APPROVAL TO GRANT SHARE PURCHASE OPTIONS A person(s) who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person RESOLUTION 16 – APPROVAL OF ADDITIONAL PLACEMENT CAPACITY If at the time the approval is sought, the entity is proposing to make an issue of equity securities under Rule 7.1A.2, any 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 entity) or an associate of that person RESOLUTION 17 – APPROVAL TO ISSUE TRANCHE THREE SHARES TO HONGKONG RUIHUA INVESTMENT MANAGEMENT LIMITED A person who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely HongKong Ruihua Investment Management Limited) or an associate of that person. RESOLUTION 18 – APPROVAL TO GRANT TRANCHE THREE OPTIONS TO HONGKONG RUIHUA INVESTMENT MANAGEMENT LIMITED A person(s) who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely HongKong Ruihua Investment Management Limited) or an associate of that person. RESOLUTION 19 – APPROVAL TO ISSUE TRANCHE THREE SHARES TO DIAO JINGSHA A person who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely Diao Jingsha) or an associate of that person. RESOLUTION 20 – APPROVAL TO GRANT TRANCHE THREE OPTIONS TO DIAO JINGSHA A person(s) who is expected to participate in, or who will obtain a material benefit as a result of, the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely Diao Jingsha) or an associate of that person. 10 Legal/93187263_8 (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. 11 Legal/93187263_8 Voting at the meeting Under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person is eligible to vote at the meeting are those who are registered Shareholders at 5.00pm (AEDT) on 26 November 2025. 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. If you appoint the Chair as your proxy and have not directed him how to vote, you are expressly authorising the Chair to cast your undirected proxy form in accordance with his intentions set out below. The Chair intends to vote all undirected proxy forms in favour of all resolutions, including resolutions connected directly or indirectly with the remuneration of a member of the Key Management Personnel and includes Resolution 1 in this Notice of Meeting. 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 2 8046 7584. By Order of the Board Brent Hofman Company Secretary 28 October 2025 12 Legal/93187263_8 EXPLANATORY STATEMENT The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on each Resolution. This Explanatory Statement should be read in conjunction with the Notice of Meeting. 1. TO RECEIVE THE FINANCIAL REPORT, DIRECTORS’ REPORT AND AUDITOR’S REPORT 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 2025 together with the declaration of the Directors, the Directors’ 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.thetagoldmines.com. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report 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. 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. At the Company’s previous Annual General Meeting the votes cast against the Remuneration Report for the year ended 30 June 2024 were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 13 Legal/93187263_8 3. RESOLUTION 2 – RE-ELECTION OF MR CHARLES (BILL) WILLIAM GUY Resolution 2 seeks approval for the re-election of Mr Charles (Bill) William Guy who is retiring as a Director by rotation pursuant to clause 10.2 (b) of the Constitution, which states that a Director must not hold office for longer than the third annual general meeting of the Company or three years following last election or appointment. Mr Guy is eligible for re-election under clause 10.2 and offers himself for re-election as a Director. Mr Guy, the Executive Chairman of Theta, was appointed as a director of the Company in March 2018 and is a professional mining executive and geologist with over 30 years’ experience in exploration and resource development in Asia, Australia and Europe. In previous executive and geology roles he was involved in all aspects of the mining industry inclusive of project acquisitions, project development (Cockatoo Island Fe), project discovery (Mt Ida Fe), and large scale JV (Newcrest JV Au), in both the corporate and technical roles. He is a Member of both the Audit and Risk and Nomination, Remuneration Committees, Social and Ethics Committee and Chairman of the operational Company, South African Subsidiar