Announcement PDF ASX:VTX ASX ANNOUNCEMENT 22 OCTOBER 2026 By Electronic Lodgement Vertex Minerals Limited ABN 68 650 116 153 (ASX Code: VTX) (“Company” or “Vertex”) Following are the Vertex Notice of Annual General Meeting, Proxy and Shareholder letter. The Annual General Meeting will be in person only: DATE: Wednesday 25 November 2026 TIME: 10.00AM (AEDT) PLACE: Ground Floor 80 Elizabeth Street Sydney NSW 2000 The Notice of Annual General Meeting includes detailed information about how the Company’s shareholders can attend and participate in the annual general meeting, including how to lodge a proxy and vote. Copies of all meeting related material, including the Notice of Annual General Meeting, are available to download from the Company’s website https://vertexminerals.com/ and the Company's ASX market announcements platform https://www.asx.com.au/markets/company/VTX. This announcement has been approved for release to the ASX by the Executive Chairman 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 ASX Code: VTX ABN: 68 650 116 153 VERTEX MINERALS LIMITED ABN 68 650 116 153 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: DATE: Wednesday 25 November 2026 TIME: 10.00AM (AEDT) PLACE: Ground Floor 80 Elizabeth Street Sydney 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 Monday 23 November 2026. 1 B U S I N ES S OF TH E M EE 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 Director’s 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 – RE-ELECTION OF DIRECTOR – MR TULLY RICHARDS 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 15.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Tully Richards, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR BRUCE MCINNES 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, Mr Bruce McInnes, , a Director appointed on 18 June 2026 to fill a casual vacancy, and being eligible, is elected as a Director.” 5. RESOLUTION 4 – 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 with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” Dated: 20 October 2026 2 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. 3 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 however the Company will need to be able to verify your identity and substantiate your authority to vote. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 2 7229 4849 or by email at info@vertexminerals.com.au 4 E X PL A N A T O R Y S T A T EM 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.vertexminerals.com. 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 At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting. 5 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR TULLY RICHARDS 3.1 General Listing Rule 14.4 and clause 15.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement. Mr Tully Richards, having held office without re-election since 30 November 2023 and being eligible, retires by rotation and seeks re-election. Further information in relation to Mr Richards is set out below. Qualifications, experience and other material directorships Mr Richards is an experienced copper and gold geologist based in Orange, NSW, with extensive exploration experience in the Lachlan Fold Belt. He graduated in geology from the University of Sydney in 1993. Mr Richards began his career with Hargraves Resources at the Browns Creek mine and associated tenements. From 1996 to 1999 he worked in Western Australia on nickel and gold mining operations with Western Mining Corporation and subsequently LionOre. He then joined Newcrest Mining at Cadia Valley until 2005, followed by two years with Rangott Mineral Exploration to 2007. He has since held the position of Exploration Manager with Gold and Copper Resources. For the past 10 years, Mr Richards has operated his own geological consulting business, Central West Scientific Pty Ltd, focused on exploration in New South Wales. Term of office Mr Richards has served as a Director since 1 June 2021 and was last re-elected on 30 November 2023. Independence If re-elected, the Board considers that Mr Richards will not be an independent Director. Mr Richards is the Company’s Executive Director - Geology & Exploration. His remuneration for the year ended 30 June 2026 totalled $418,072 including $128,992 for share based payments (2025: remuneration totalled $308,419 including $95,619 for share based payments). Mr Richards’ salary and fees includes director fees of $36,000 (2025: $30,000) and consultancy fees of $253,080 (2025: $182,800). Board recommendation Having received an acknowledgement from Mr Richards that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Richards since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Richards) recommend that Shareholders vote in favour of this Resolution. 3.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Richards will be re-elected to the Board as an Executive Director. If this Resolution is not passed, Mr Richards will not continue in their role as an Executive 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 4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR BRUCE MCINNES 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. Mr Bruce McInnes, having been appointed by other Directors on 18 June 2026 to fill a casual vacancy 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 Mr McInnes is set out below. Qualifications, experience and other material directorships Mr McInnes is an accountant with extensive board and corporate transaction experience in the Australian mining sector. He holds a Bachelor of Commerce from the University of New South Wales and is a member of the Institute of Public Accountants. Mr McInnes was appointed to the board of Ord River Resources Limited (later Vango Mining Limited) in 2013 and served as its Executive Chairman from August 2014, leading that company through its merger with Catalyst Metals Limited (ASX:CYL), which completed in February 2023. Term of office Mr McInnes has served as a Director since 18 June 2026. Independence Mr McInnes was appointed as Executive Chairman on 18 June 2026. If elected, the Board considers that Mr McInnes will not be an independent Director. Mr McInnes is the Company’s Executive Chairman. His remuneration for the year ended 30 June 2026 totalled $13,000 for Director fees accrued from his appointment on 18 June 2026. Mr McInnes is entitled to fixed remuneration of $360,000 per annum (excluding statutory superannuation and GST) as Executive Chairman. Board recommendation Having received an acknowledgement from Mr McInnes that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr McInnes since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr McInnes) recommend that Shareholders vote in favour of this Resolution. 4.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr McInnes will be elected to the Board as Executive Chairman. If this Resolution is not passed, Mr McInnes will not continue in their role as Executive Chairman. 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. 5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE 5.1 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. 7 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 $29,518,850. The Company is therefore an Eligible Entity. 5.2 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. 5.3 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). 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 acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration), repayment of debt, the development of the Company’s current business and general working capital. 8 REQUIRED INFORMATION DETAILS 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 14 October 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 $0.048 $0.095 $0.143 50% decrease Issue Price 50% increase Funds Raised Current 295,188,496 Shares 29,518,850 Shares $1,416,905 $2,804,291 $4,221,196 50% increase 442,782,744 Shares 44,278,274 Shares $2,125,357 $4,206,436 $6,331,793 100% increase 590,376,992 Shares 59,037,699 Shares $2,833,810 $5,608,581 $8,442,391 *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: 1. There are currently 295,188,496 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 14 October 2026 (being $0.095) (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. 9 REQUIRED INFORMATION DETAILS 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; (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 previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 28 November 2025 (Previous Approval). During the 12-month period preceding the date of the Meeting, being on and from 25 November 2025, the Company has not issued any Equity Securities pursuant to the Previous Approval. Voting exclusion statement As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice. 10 G L O S S AR Y $ means Australian dollars. 7.1A Mandate has the meaning given in Section 5.1. AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales. ASIC means the Australian Securities & Investments Commission. ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires. Board means the current board of directors of the Company. Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Chair means the chair of the Meeting. Closely Related Party of a member of the Key Management Personnel means: (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act. Company means Vertex Minerals Limited (ABN 68 650 116 153). Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. 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. Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security. Explanatory Statement means the explanatory statement accompanying the Notice. Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group. Listing Rules means the Listing Rules of ASX. Meeting means the meeting convened by the Notice. Notice means this notice of meeting including the Explanatory Statement and the Proxy Form. Option means an option to acquire a Share. Performance Right means a right to acquire a Share subject to satisfaction of performance milestones. Proxy Form means the proxy form accompanying the Notice. 11 Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2026. Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Section means a section of the Explanatory Statement. Security means a Share, Option or Performance Right (as applicable). Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of a Share. Variable A means “A” as set out in the formula in Listing Rule 7.1A.2. 12 PROXY FORM Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration. Vertex Minerals Limited | ABN 68 650 116 153 Your proxy voting instruction must be received by 10:00am (AEDT) on Monday, 23 November 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. SUBMIT YOUR PROXY Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the