Announcement PDF A.B.N. 30 637 512 415 #11161522v1 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Members of Lode Resources Ltd will be held on Wednesday 25 November 2026 at 11 am Australian Eastern Daylight Time (AEDT) as a virtual meeting only. Please see Venue and Voting Information below. AGENDA ORDINARY BUSINESS Financial Reports for the Year Ended 30 June 2026 To receive and consider the Company's Annual Financial Reports, the Directors' Report and the Auditor's Report for the year ended 30 June 2026. To consider and, if thought fit, pass the following resolutions as ordinary resolutions, unless otherwise specified, with or without amendment: Resolution 1 Adoption of the Remuneration Report “That for the purposes of section 250R 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”. The vote on this resolution is advisory only and does not bind the Directors. Resolution 2 Re-election of a Director 'That Edward Leschke having retired in accordance with Rule 41 of the Company’s Constitution and ASX Listing Rule 14.4, and being eligible and offering himself for re-election, be re-elected as a Director of the Company with immediate effect.' Resolution 3 Re-election of a Director 'That Andrew Van Heyst having retired in accordance with Rule 41 of the Company’s Constitution and ASX Listing Rule 14.4, and being eligible and offering himself for re-election, be re-elected as a Director of the Company with immediate effect.' Resolution 4 Election of a Director 'That Simon Milroy having been appointed in accordance with Rule 40.2 of the Company’s Constitution and ASX Listing Rule 14.4, and being eligible and offering himself for election, be elected as a Director of the Company with immediate effect.' Resolution 5 Approval to issue performance rights and shares to executive director – Edward Leschke To consider and if thought fit pass an ordinary resolution: 'That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of Performance Rights to Edward Leschke and issue of shares on vesting of Performance Rights under the Performance Rights Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum. Resolution 6 Approval to issue performance rights and shares to executive director – Keith Mayes To consider and if thought fit pass an ordinary resolution: 'That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of Performance Rights to Keith Mayes and issue of shares on vesting of Performance Rights under the Performance Rights Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum. #11161522v1 Resolution 7 Approval to issue performance rights and shares to non-executive director – Simon Milroy To consider and if thought fit pass an ordinary resolution: 'That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of Performance Rights to Simon Milroy and issue of shares on vesting of Performance Rights under the Performance Rights Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum. Special Resolution Resolution 8 Additional capacity to issue securities 'That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue equity securities of up to 10% of the issued capital of the Company at the time of issue on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.' This is a special resolution requiring the approval of 75% or more of all votes cast by shareholders eligible to vote, including valid proxy votes. To transact any other business that may be brought forward in accordance with the Company's Constitution. By order of the Board Guy Robertson Company Secretary 23 October 2026 #11161522v1 VOTING EXCLUSION RESOLUTION PERSONS EXCLUDED FROM VOTING 1. Adoption of the remuneration report A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting 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 and the appointment expressly authorizes the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of KMP. 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: 5. Issue of Performance Rights and Shares to Executive Director Edward Leschke The Company will disregard any votes cast (in any capacity) in favour of this resolution by or on behalf of any of the following persons: • any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Performance Rights Incentive Plan (including Edward Leschke or his nominee); and • an associate of those persons. 6. Issue of Performance Rights and Shares to Executive Director Keith Mayes The Company will disregard any votes cast (in any capacity) in favour of this resolution by or on behalf of any of the following persons: • any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Performance Rights Incentive Plan (including Keith Mayes or his nominee); and • an associate of those persons. 7. Issue of Performance Rights and Shares to Non-Executive Director Simon Milroy The Company will disregard any votes cast (in any capacity) in favour of this resolution by or on behalf of any of the following persons: • any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Performance Rights Incentive Plan (including Simon Milroy or his nominee); and • an associate of those persons. However, this does not apply to a vote cast in favour of these Resolutions 5,6 & 7 by: (a) a person as proxy or attorney for a person who is entitled to vote on these Resolutions, in accordance with directions given to the proxy or attorney to vote on these Resolutions in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on these Resolutions, in accordance with a direction given to the Chair to vote on these Resolutions 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 these Resolutions; and #11161522v1 (ii) the holder votes on these Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. VOTING PROHIBITION STATEMENTS Resolutions 1, 5,6 & 7 In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if: • the proxy is either a member of the KMP or a Closely Related Party of such member; and • the appointment does not specify the way the proxy is to vote on this resolution. However, the above prohibition does not apply if: • the proxy is the Chair; and • the appointment expressly authorizes the Chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the KMP. MAJORITY REQUIRED Resolutions 1 – 7, inclusive are ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders present (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) and entitled to vote on the Resolutions are cast in favour of the relevant Resolution. Resolution 8 is a special resolution and will be passed if 75% or more of the votes cast by Shareholders present (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) and entitled to vote are cast in favour of the resolution. ATTENDANCE AND VOTING INSTRUCTIONS Voting entitlement In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that Shareholders who are on the Company’s share register at 11.00am (AEDT) on 23 November 2026 shall, for the purposes of the Meeting, be entitled to attend and vote at the Meeting. The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic. Shareholders that have an existing account with Automic will be able to watch, listen and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “register” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. To access the virtual meeting on the day: 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting. 3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to join the meeting. 4. Click on “Join Meeting” and follow the prompts on screen to register and vote. Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company Questions must be submitted in writing to Guy Robertson Company Secretary at guy@loderesources.com at least 48 hours #11161522v1 before the AGM. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business. Voting virtually at the Meeting Shareholders who wish to vote virtually on the day of the AGM can do so by logging into the Automic shareholder portal. 1. Open your internet browser and go to investor.automic.com.au 2. Login using your username and password. If you do not already have an account, click “Register” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform. 3. After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “Register”. Alternatively, select Meetings from the left-hand menu. 4. Click on “Join Meeting” and follow the prompts. 5. When the Chair of the Meeting declares the poll open, select the “Voting” dropdown menu on the right-hand side of your screen. 6. Select either the “Full” or “Allocate” option to access your electronic voting card. 7. Follow the prompts to record your voting direction for each resolution and click “Submit votes”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important: Votes cannot be amended once submitted. For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/ It is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time. DATED 23 October 2026 BY ORDER OF THE BOARD Guy Robertson Company Secretary A.B.N. 30 637 512 415 #11161522v1 EXPLANATORY MEMORANDUM TO THE NOTICE OF ANNUAL GENERAL MEETING This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the Annual General Meeting of Members of Lode Resources Ltd that will be held on Wednesday, 25 November 2026 at 11 am Australian Eastern Daylight Time (AEDT) as a virtual meeting only. Financial Report The Financial Report, Directors' Report and Auditor's Report (i.e. Annual Financial Reports or Annual Report) for the Company for the year ended 30 June 2026 will be laid before the meeting. There is no requirement for shareholders to approve these reports, however, the Chairman of the meeting will allow a reasonable opportunity to ask questions including questions directed to the auditor about the conduct of the audit and the content of 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 to shareholders is available on its website https://loderesources.com/financial-reports. The Company's annual financial reports were also lodged with the ASX on 30 September 2026: www.asx.com.au (ASX:LDR). Resolution 1 Adoption of Remuneration Report The Remuneration Report, which can be found as part of the Directors’ Report in the Company's 2026 Annual Report, contains certain prescribed details, sets out the policy adopted by the Board of Directors and discloses the payments to key management personnel, Directors and senior executives for the year ended 30 June 2026. In accordance with section 250R of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to a vote by the shareholders. This resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity at the meeting to comment on and ask questions about the Company’s Remuneration Report. Under the Corporations Act, 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 is voted against the 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. At the Company’s previous annual general meeting the votes cast against the 2025 remuneration report considered at that annual general meeting were less than 25% (ie 99.43% in favour). Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. However, in the event that 25% or more of votes that are cast are against adoption of the 2026 Remuneration Report at the meeting, shareholders should be aware that if there is a ‘no’ vote of 25% or more for the same resolution at the 2027 annual general meeting, the consequence is that it may result in the re-election of the Board. The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention. Voting Exclusion Statement See Voting Exclusion Statement above. The Directors recommend that you vote IN FAVOUR of advisory Resolution 1. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1. #11161522v1 Resolution 2 Re-election of Mr Edward Leschke Clause 41.1 of the Company's Constitution and ASX Listing Rule 14.4 states that a Director must retire from office at the end of the third annual general meeting following the Director’s last appointment or three years, whichever is longer. Mr Leschke retires in accordance with Clause 41.1 of the Company's Constitution and ASX Listing Rule 14.4 and offers himself for re-election. An outline of Mr Leschke’s qualification and experience is included in the Annual Report. The Directors (with Mr Leschke abstaining) recommend that you vote IN FAVOUR of Resolution 2. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2. Resolution 3 Re-election of Mr Andrew Van Heyst Clause 41.1 of the Company's Constitution and ASX Listing Rule 14.4 states that a Director must retire from office at the end of the third annual general meeting following the Director’s last appointment or three years, whichever is longer. Mr Van Heyst retires in accordance with Clause 41.1 of the Company's Constitution and ASX Listing Rule 14.4 and offers himself for re-election. An outline of Mr Van Heyst’s qualification and experience is included in the Annual Report. The Directors (with Mr Van Heyst abstaining) recommend that you vote IN FAVOUR of Resolution 3. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 3. Resolution 4 Election of Mr Simon Milroy Rule 40.2 of the Company's Constitution and ASX Listing Rule 14.4 states that a Director appointed during the year holds office until the next Annual General Meeting at which the Director is eligible for re-election. Mr Milroy retires in accordance with Rule 40.2 of the Company's Constitution and ASX Listing Rule 14.4 and offers himself for re-election. An outline of Mr Milroy’s qualification and experience is included in the Annual Report. The Directors (with Mr Milroy abstaining) recommend that you vote IN FAVOUR of Resolution 4. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 4. RESOLUTIONS 5 and 6 – ISSUE OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTORS 5.1 Background The Company has agreed, subject to obtaining Shareholder approval pursuant to Resolutions 5 and 6, to issue to Messrs Leschke and Mayes, executive directors of the Company (collectively, the Executive Directors), the following 2027 Performance Rights (together the Performance Rights), on the terms and conditions set out in Schedule 2: Edward Leschke Keith Mayes 2027 LTI Performance Rights 630,000 831,818 2027 PIP Performance Rights 630,000 831,818 Total 2027 Performance Rights 1,260,000 1,663,636 #11161522v1 LTI – Long Term Incentive PIP – Project Incentive Plan The 2027 LTI Performance Rights will vest over the period to 30 June 2029 subject to the following share price hurdles over a 15 day VWAP. All shares will vest in the event all share price hurdles are achieved at any point during the performance period, subject to the Director being on the Board at the time of vesting. LTI Vesting Share Price LTI Weighting 15c 35% 20c 35% 25c 30% The 2027 PIP (Project Incentive Plan) Performance Rights are subject to certain performance milestones (Performance Conditions) which are set out below. Upon achievement of the Performance Conditions prior the end of the Performance Period, the Performance Rights will vest in the percentages set out below. % Milestones – the Rights will vest upon: 30% Tasmania Project Resource Growth greater than 50% increase in tonnes 30% Completion of the Montezuma Scoping Study 40% Completion of the Montezuma Pre-Feasibility Study The Performance Rights will be issued pursuant to the Lode Resources Performance Rights Plan (Plan) which was approved by shareholders at a General meeting on 29 July 2026. A summary of the Plan is set out in Schedule 1. A summary of the terms of the Performance Rights is set out in Schedule 2. 5.2 Chapter 2E of the Corporations Act For a public company to give a financial benefit to a related party, the public company must: a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The issue of the Performance Rights to the Executive Directors constitutes giving a financial benefit and the Executive Directors are related parties of the company by virtue of being directors. The directors (other than Mr Leschke in respect of Resolution 5 and Mr Mayes in respect of Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Performance Rights because the agreement to issue the Performance Rights, reached as part of the remuneration package for each of the Executive Directors, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. 5.3 Listing Rule 10.14 Listing Rule 10.14 provides that a listed company must not permit any of the following person to acquire equity securities under an employee incentive scheme: (a) a director of the Company; (b) an associate of a director of the company; or (c) a person whose relationship with the company or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders, unless it obtains the approval of its shareholders. The issue of the Performance Rights to the Executive Directors falls within Listing Rule 10.14.1 and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14. #11161522v1 Resolutions 5 and 6 seek the required Shareholder approval to the issue of the Performance Rights under and for the purposes of Listing Rule 10.14. As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 or 10.11 is not required. If each of Resolutions 5 and 6 are passed, the Company will be able to proceed with the issue of Performance Rights to each of Mr Leschke and Mr Mayes within one month after the date of the Meeting. If any of Resolutions 5 and 6 are not passed, the Company will not be able to proceed with the issue of the Performance Rights to the relevant Executive Directors, and the Company may need to consider other forms of performance-based remuneration including by the payment of cash, subject to the requirements of the Corporations Act and the Listing Rules. 5.4 Technical information required by Listing Rule 10.15 Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to Resolutions 5 and 6: (i) The Performance Rights will be issued to Mr Leschke and Mr Mayes (or their nominees). (ii) Each of Mr Leschke and Mr Mayes fall within the category set out in Listing Rule 10.14.1, as they are related parties of the Company by virtue of being directors. (iii) The maximum number of Performance Rights to be issued for which approval is being sought is a total of 2,923,636 comprising: 2027 Performance Rights Mr Leschke 1,260,000 Mr Mayes 1,663,636 Total 2,923,636 (iv) The current total remuneration package for each of the Executive Directors receiving Performance Rights is as follows: - For Mr Leschke, remuneration of $277,200 including superannuation. Subject to shareholder approval being obtained for Resolution 5, Mr Leschke will also receive 1,260,000 2027 Performance Rights; and - For Mr Mayes, remuneration of $307,500 including superannuation. Subject to shareholder approval being obtained for Resolution 6, Mr Mayes will also receive 1,663,636 2027 Performance Rights. (v) In the event all LTI and PIP hurdles were achieved the issue of Performance Rights Shares would amount to 1.42% of total shares on issue. (vi) No performance rights have previously been issued to Mr Leschke and Mr Mayes under the Plan. (vii) The material terms of the 2027 Performance Rights are set out in Schedule 2. (viii) The 2027 Performance Rights are being offered on the basis of the following: • The Company is a mineral exploration company and does not generate cash from its operations. In order to preserve cash for exploration activities, the Board has determined, where possible, to pay a base remuneration at market rates to its executive directors, employees and individual contractors, with base remuneration to be supplemented by performance incentives to ensure attraction, retention and ongoing incentives for its directors and executives. • 2027 Performance Rights provide incentives based on performance of the Company over a three year period, which the Company expects to correlate with an increase in the value of the Company and therefore an increase in Shareholders’ value. Accordingly, the issue of the 2027 Performance Rights will align the interests of the Executive Directors with those of Shareholders. • The issue of Performance Rights is a reasonable and appropriate method to provide remuneration and a performance linked incentive component in the remuneration packages for the Executive Directors, to motivate and reward their performance as executive directors and to provide cost effective non- cash remuneration, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Executive #11161522v1 Directors to make their total remuneration market competitive. • Upon satisfaction of performance conditions and exercise of vested Performance Rights, Restricted Shares will be issued to the Executive Directors, which are subject to general dealing restrictions under the Company’s Securities Trading Policy and specific Disposal Restrictions preventing dealing with the Restricted Shares until determined by the Board. • The deferred taxation benefit which is available to the Executive Directors in respect of an issue of Performance Rights and the issue of Restricted Shares upon vesting and exercise of Performance Rights, is also beneficial to the Company as it means the Executive Directors are not required to immediately sell Restricted Shares granted on vesting of Performance Rights to fund a tax liability and will instead, continue to hold an interest in the Company. (ix) The Company has obtained an independent valuation of the Performance Rights at a total of $214,186, based on an average value of $0.07326 for each 2027 Performance Right. Specifically, the Company values the Performance Rights to be issued to each Executive Director as follows: - Performance Rights to be issued to Mr Leschke at $92,308; and - Performance Rights to be issued to Mr Mayes at $121,878. Further details on the valuation methodologies are set out in Schedule 3. (x) It is intended that the Performance Rights will be issued following Shareholder approval and in any event will be issued no later than three months after the date of the Meeting. (xi) The issue price of the Performance Rights is nil. The Company will not receive any consideration in respect of the issue of Performance Rights or the issue of Restricted Shares following vesting and exercise of the Performance Rights. (xii) The material terms of the Plan are set out in Schedule 1. (xiii) The Company has not made any loan in connection with the acquisition or exercise of the Performance Rights. (xiv) Details of any securities issued under the Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. (xv) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolutions 5 and 6 are approved and who are not named in this Notice will not participate in the Plan until approval is obtained under that rule. (xvi) A voting exclusion statement forms part of the Notice of Meeting. 5.5 Section 200E of the Corporations Act Under the terms of the Plan, the Board may in its absolute discretion, waive any Performance Condition attaching to a Performance Right if ‘special circumstances’ (which relevantly include cessation of employment, retirement, serious illness or injury or death) arise in relation to an Eligible Participant (which will include the Executive Directors). Shareholder approval of the benefits that may become payable to the Executive Directors as a result of the Board’s discretion to allow unvested Performance Rights to vest in such special circumstances, is sought under section 200E of the Corporations Act. Section 200B of the Corporations Act prevents a company from giving a benefit to a person retiring or being removed from a managerial or executive office or position (Retiree), unless the company’s shareholders approve that benefit under section 200E or unless the benefit falls within certain exemptions set out in the Corporations Act. A payment will only fall within the exceptions set out in the Corporations Act if the amount of the payment is less than a prescribed multiple of the Retiree’s remuneration or if the nature of the payment falls within one of a number of categories set out in the Corporations Act (for example, payment