Announcement PDF ASX:VTX ASX ANNOUNCEMENT 25 SEPTEMBER 2026 GENERAL MEETING FRIDAY 30 OCTOBER 2026 VERTEX MINERALS LIMITED ACN 650 116 153 (“Company” or “Vertex”). Following is the Vertex Notice of General Meeting, Proxy and Access Letter The General Meeting will be in person only, at the Park Hyatt Sydney, 7 Hickson Road, The Rocks, NSW 2000, commencing 11.30AM AEDT (Sydney time) on Friday 30 October 2026. The Notice of General Meeting includes detailed information about how the Company’s shareholders can attend and participate in the general meeting, including how to lodge a proxy and vote. Copies of all meeting related material, including the Notice of General Meeting, are available to download from the Company’s website and the Company's ASX market announcements platform (ASX: VTX). This announcement has been approved for release to the ASX by Directors of Vertex Minerals Limited. FURTHER INFORMATION Telephone +61 2 7229 4849 or by email at info@vertexminerals.com.au Bruce McInnes, Executive Chairman Roger Jackson, Executive Director Jim Simpson, Executive Director Operations Tully Richards, Director VERTEX MINERALS LIMITED ACN 650 116 153 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11.30 am (AEDT) DATE: Friday, 30 October 2026 PLACE: Park Hyatt Sydney 7 Hickson Road The Rocks, NSW 2000 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 7.00pm (AEDT) on 28 October 2026. 1 B U S I N E S S O F T H E M E E T I N G AGENDA 1. RESOLUTION 1 – APPROVAL TO ISSUE NEW OPTIONS TO CPS – CONVERTIBLE LOAN AGREEMENTS #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 7.1 and for all other purposes, approval is given for the Company to issue up to 5,333,333 New Options to CPS (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 2. RESOLUTION 2 – APPROVAL TO ISSUE NEW OPTIONS TO JOINT LEAD MANAGER – BLUE OCEAN EQUITIES 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 8,000,000 New Options to Blue Ocean Equities (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 3. RESOLUTION 3 – APPROVAL TO ISSUE NEW OPTIONS TO JOINT LEAD MANAGER – CPS 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 4,000,000 New Options to CPS (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 4. RESOLUTION 4 – APPROVAL TO ISSUE VTXO OPTIONS TO GLOBAL ESG INVESTMENTS 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 an aggregate of 7,992,966 VTXO Options to Global ESG Investments (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 5 – APPROVAL TO ISSUE NEW OPTIONS AND VTXO OPTIONS TO RBTN INVESTMENTS 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 an aggregate of 7,000,000 New Options and 7,000,000 VTXO Options to RBTN Investments (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – APPROVAL TO ISSUE NEW OPTIONS AND VTXO OPTIONS TO RICHSHAM NOMINEES 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 an aggregate of 3,500,000 New Options and 3,500,000 VTXO Options to Richsham Nominees (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 2 7. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES UNDER TRANCHE 1 TO UNRELATED FIRST LENDERS – CONVERTIBLE LOAN AGREEMENTS #3 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 that number of Shares, when multiplied by the Conversion Price (Loan), will equal up to $3,996,501, together with one free attaching VTXO Option for every three Shares subscribed for and issued to the unrelated First Lenders (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 8. RESOLUTION 8 – APPROVAL TO ISSUE SECURITIES UNDER TRANCHE 2 TO THE UNRELATED FIRST LENDERS – CONVERTIBLE LOAN AGREEMENTS #3 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 that number of Shares, when multiplied by the Conversion Price (Loan), will equal up to $5,507,450, together with one free attaching VTXO Option for every three Shares subscribed for and issued to the unrelated First Lenders (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 9. RESOLUTION 9 – APPROVAL TO ISSUE SECURITIES UNDER TRANCHE 2 TO BRUCE MCINNES - CONVERTIBLE LOAN AGREEMENTS # 3 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, approval is given for the Company to issue up to that number of Shares, when multiplied by the Conversion Price (Loan), will equal up to $120,987, together with one free attaching VTXO Option for every three Shares subscribed for and issued to a Bruce McInnes (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 10. RESOLUTION 10 – APPROVAL TO ISSUE SECURITIES TO RBTN INVESTMENTS – CONVERTIBLE LOAN AGREEMENTS #3 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 that number of Shares, when multiplied by the Conversion Price (Loan), will equal up to $3,000,000, together with one free attaching VTXO Option for every three Shares subscribed for and issued to RBTN Investments, an unrelated Lender, (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 11. RESOLUTION 11 – APPROVAL TO ISSUE SECURITIES TO RICHSHAM NOMINEES – CONVERTIBLE LOAN AGREEMENTS #3 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 that number of Shares, when multiplied by the Conversion Price (Loan), will equal up to $1,500,000, together with one free attaching VTXO Option for every three Shares subscribed for and issued to Richsham Nominees, an unrelated Lender, (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 3 12. RESOLUTION 12 – APPROVAL TO ISSUE NEW OPTIONS AND VTXO OPTIONS TO VERT – CONVERTIBLE LOAN AGREEMENTS #3 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 an aggregate of 4,500,000 VTXO Options and 9,000,000 New Options to Vert (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 13. RESOLUTION 13 – APPROVAL TO ISSUE SHARES TO NOTEHOLDERS ON CONVERSION OF CONVERTIBLE NOTES 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 7,310,866 Shares to the Noteholders (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 14. RESOLUTION 14 – APPROVAL TO ISSUE SECURITIES TO MR ANTHONY JAMES LAKE 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 716,312 Shares to Mr Anthony James Lake (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 15. RESOLUTION 15 – APPROVAL TO ISSUE SHARES UNDER A FUTURE PLACEMENT 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 that number of Shares that when multiplied by at least 80% of the volume weighted average price of the Company’s Shares calculated over the five trading dates on which trades actually occur immediately preceding the date of issuing the Shares, will equal up to $10,000,000 to unrelated investors (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 16. RESOLUTION 16 – APPROVAL TO ISSUE SECURITIES TO UNRELATED SECOND LENDERS – UNDER FUTURE CONVERTIBLE LOAN AGREEMENTS #4 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 that number of Shares, when multiplied by the Conversion Price (Loan), will equal up to $3,721,847, together with one free attaching VTXO Option for every three Shares subscribed for and issued to the unrelated Second Lenders (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 17. RESOLUTION 17 – APPROVAL TO ISSUE SECURITIES TO BRUCE MCINNES – UNDER FUTURE CONVERTIBLE LOAN AGREEMENTS # 4 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, approval is given for the Company to issue up to that number of Shares, when multiplied by the Conversion Price (Loan), will equal up to $620,308, together with one free attaching VTXO Option for every three Shares subscribed for and issued to Bruce McInnes 4 (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 18. RESOLUTION 18 – APPROVAL TO ISSUE NEW OPTIONS AND VTXO OPTIONS TO VERT UNDER FUTURE CONVERTIBLE LOAN AGREEMENTS #4 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 an aggregate of 3,000,000 VTXO Options and 4,200,000 New Options to Vert (and/or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Dated: 25 September 2026 5 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons: Resolution 1 – Approval to issue New Options to CPS – Convertible Loan Agreements #1 CPS (and/or its 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 2 – Approval to issue New Options to Joint Lead Manager – Blue Ocean Equities Blue Ocean Equities (and/or its 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 3 – Approval to issue New Options to Joint Lead Manager – CPS CPS (and/or its 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 4 – Approval to issue VTXO Options to Global ESG Investments Global ESG Investments (and/or its 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 5 – Approval to issue VTXO Options and New Options to RBTN Investments RBTN Investments (and/or its 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 VTXO Options and New Options to Richsham Nominees Richsham Nominees (and/or its 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 7 – Approval to issue Securities under Tranche 1 to the unrelated First Lenders – Convertible Loan Agreements #3 The unrelated First Lenders (and/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 8 – Approval to issue Securities under Tranche 2 to the unrelated First Lenders – Convertible Loan Agreements #3 The unrelated First Lenders (and/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 9 – Approval to issue Securities under Tranche 2 to Bruce McInnes– Convertible Loan Agreements #3 Bruce McInnes (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of 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 10 – Approval to issue Securities to RBTN Investments – Convertible Loan Agreements #3 RBTN Investments (and/or its 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 11 – Approval to issue Securities to Richsham Nominees – Convertible Loan Agreements #3 Richsham Nominees (and/or its 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 12 – Approval to issue New Options and VTXO Options to Vert – Convertible Loan Agreements # 3 Vert (and/or its 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 13 – Approval to issue Shares to Noteholders on conversion of Convertible Notes The Noteholders (and/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 14 – Approval to issue Securities to Mr Anthony James Lake Mr Anthony James Lake (and/or his 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 6 holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 15 - Approval to issue Shares under a Future Placement Any persons (and/or their nominee(s)) 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 16 – Approval to issue Securities to the unrelated Second Lenders – Under Future Convertible Loan Agreements #4 The unrelated Second Lenders (and/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 17 – Approval to issue Securities to Bruce McInnes – Under Future Convertible Loan Agreements #4 Bruce McInnes (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of 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 18 – Approval to issue New Options and VTXO Options to Vert – Convertible Loan Agreements # 4 Vert (and/or its 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 Resolutions 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. 7 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 2 7229 4849. 8 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. RESOLUTION 1 – APPROVAL TO ISSUE NEW OPTIONS TO CPS – CONVERTIBLE LOAN AGREEMENTS #1 1.1 General As announced on 24 December 2024 and 30 January 2025, the Company finalised convertible loan financing arrangements entered into with institutional and sophisticated investors for loan funding of $7.82 million (Convertible Loan Agreements #1). CPS Capital Group Pty Ltd (CPS) acted as lead manager to Convertible Loan Agreements #1 pursuant to a lead manager mandate entered into between the Company and CPS (Mandate). In consideration for lead manager services provided under the Mandate, it was agreed that CPS (and/or its nominee(s)) would receive: (a) a management fee of 2% (plus GST) of the total gross proceeds of the Convertible Loan Agreements #1; (b) a placing fee of 4% (plus GST) of the total gross proceeds of the Convertible Loan Agreements #1; and (c) subject to Shareholder approval, up to 5,333,333 New Options. The Mandate otherwise contains terms considered standard for an agreement of its kind. The Company previously obtained Shareholder approval to issue up to 5,333,333 VTXOA Options to CPS at a general meeting of Shareholders held on 21 July 2025 (2025 General Meeting). However, the Company did not issue the VTXOA Options within three months after the date of the 2025 General Meeting, as required by Listing Rule 7.3.4. The Mandate contemplated the issue of Options on the terms of the Company’s then quoted VTXOA Options. As the VTXOA Options expired on 17 July 2026 before that approval could be re-obtained, the Company and CPS have agreed that the Company will instead issue an equivalent number of New Options, being unlisted Options exercisable at $0.20 each on or before 15 December 2028 on the terms and conditions set out in Schedule 4. Other than the substitution of the New Options for the VTXOA Options, the terms of the Mandate are unchanged. The Company is therefore required to re-seek Shareholder approval for the issue of up to 5,333,333 New Options to CPS (and/or its nominee(s)) pursuant to this Resolution. 1.2 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 shares it had on issue at the start of that period. 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. 1.3 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue in satisfaction of the terms under the Mandate. 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 and may be required to re-negotiate the payment terms of the Mandate or pay an amount in cash to CPS. 9 1.4 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 CPS (and/or its nominee(s)). The Company confirms that CPS (and/or its nominees) will not be issued more than 1% of the issued capital of the Company. Number of Securities and class to be issued Up to 5,333,333 New Options will be issued. Terms of Securities The New Options will be issued on the terms and conditions of which are set out in Schedule 4. Date(s) on or by which the Securities will be issued The Company expects to issue the New Options within five Business Days of the Meeting. In any event, the Company will not issue any New Options 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 Company will receive for the Securities The New Options are being issued at a nil issue price as part consideration for lead manager services provided by CPS. Purpose of the issue, including the intended use of any funds raised by the issue The purpose of the issue is to provide consideration to CPS for acting as lead manager to the Convertible Loan Agreements #1. Summary of material terms of agreement to issue The New Options are being issued pursuant to the Mandate, the material terms of which are set out in Section 1.1. Voting exclusion statement A voting exclusion statement applies to this Resolution. 2. RESOLUTIONS 2 AND 3 – APPROVAL TO ISSUE NEW OPTIONS TO JOINT LEAD MANAGERS 2.1 Placement On 12 May 2025, the Company announced that it had received firm commitments: (a) from new and existing professional and sophisticated investors (Placement Participants) to raise up to approximately $7.5 million (before costs) via the issue of up to 35,748,989 Shares at an issue price of $0.21 per Share, together with one free-attaching New Option for every three Shares subscribed for and issued to Placement Participants (Placement Securities) subject to Shareholder approval which was obtained at the 2025 General Meeting (Placement); and (b) for loan funding of $3.5 million, under a convertible loan facility agreed with institutional and sophisticated investors (Convertible Loan Agreements #2). 2.2 Joint Lead Managers CPS and Blue Ocean Equities Pty Ltd (Blue Ocean Equities) acted as the joint lead managers to the Placement (Joint Lead Managers) pursuant to a mandate entered into between the Company and the Joint Lead Managers dated 7 May 2025 (JLM Mandate). 10 Under the JLM Mandate, in consideration for joint lead manager services provided in connection with the Placement, the Company agreed to pay/issue the Joint Lead Managers: (a) a management fee of 3% (plus GST) of the total gross proceeds of the Placement and Convertible Loan Agreements #2; (b) a placing fee of 3% (plus GST) of the funds raised by the Joint Lead Managers under the Placement and Convertible Loan Agreements #2 (notwithstanding the Joint Lead Managers will not receive a placing fee for those participants who were identified as part of the chairman’s list); and (c) subject to Shareholder approval, a further 8,000,000 New Options to be issued to Blue Ocean Equities and 4,000,000 New Options to be issued to CPS. The JLM Mandate otherwise contains terms considered standard for an agreement of its kind. Shareholder approval for the issue of these Options was obtained at the 2025 General Meeting on the basis that they would be issued as VTXOA Options. The Options were not issued within three months after the date of the 2025 General Meeting, as required by Listing Rule 7.3.4, and the VTXOA Options subsequently expired on 17 July 2026. The Company and the Joint Lead Managers have therefore agreed that the Company will instead issue an equivalent number of New Options on the terms and conditions set out in Schedule 4. Other than the substitution of the New Options for the VTXOA Options, the terms of the JLM Mandate are unchanged. Accordingly, these Resolutions seek Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to an aggregate 12,000,000 New Options to the Joint Lead Managers (and/or their respective nominee(s)) as part consideration for lead manager services provided under JLM Mandate. 2.3 Listing Rule 7.1 A summary of Listing Rule 7.1 is set out in Section 1.2 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 secu