Announcement PDF 1 MRG Metals Limited ACN 148 938 532 Notice of Annual General Meeting and Explanatory Statement and Proxy Form Annual General Meeting of MRG Metals Limited to be held at William Buck, Level 20, 181 William Street, Melbourne, Victoria on 23 November 2026 commencing at 9.30am (AEDT). This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in any doubt as to how to vote, they should seek advice from their own independent financial, taxation or legal adviser without delay. 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 21 November 2026. 2 MRG Metals Limited ACN 148 938 532 General information This notice of meeting (Notice) relates to the annual general meeting (Meeting) of the shareholders of the Company (Shareholders). The Meeting will take place at William Buck, Level 20, 181 William Street, Melbourne, Victoria on Monday, 23 November 2026 commencing at 9.30am (AEDT). The following documents accompany this Notice and are designed to assist Shareholders' understanding of the resolutions under consideration (Resolutions): • Explanatory Statement: provides an explanation of the Resolutions and the disclosures required by law and has been prepared with the assistance of the Company's legal adviser, Moray & Agnew; and • Proxy Form: to be used by Shareholders to appoint a proxy to vote on their behalf at the Meeting. Shareholders should read the above documents carefully and if they are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay. Defined term Defined terms used in this Notice have the same meanings given to them in the Glossary section accompanying this Notice. 3 Key dates for Shareholders Event Date* Despatch of Notice to Shareholders 16 October 2026 Deadline for lodging proxy form for Meeting 9.30am (AEDT) on 21 November 2026 Record date for eligibility to vote at Meeting 7.00pm (AEDT) on 21 November 2026 Annual General Meeting 9.30am (AEDT) on 23 November 2026 *Shareholders should note the above timetable is indicative only and may be varied in consultation with ASX. Any changes to the above timetable will be released to the ASX. 4 MRG Metals Limited ACN 148 938 532 Annual General Meeting: Agenda The business to be transacted at the Meeting is set out below: Ordinary Business 1. Financial statements and reports To receive and consider the Financial Report, Directors' Report and Auditor's Report on the Company and its controlled entities for the financial year ended 30 June 2026. To receive Shareholders' questions and comments on the management of the Company. 2. Resolution 1 - Adoption of Remuneration Report To consider and, if thought fit, pass 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, the Remuneration Report set out in the Company's Annual Report for the financial year ended 30 June 2026 be approved by Shareholders." Shareholders should note that this resolution is advisory only and does not bind the Directors or the Company. Shareholders should refer to the Explanatory Statement accompanying this Notice for more information. Voting prohibition statement on Resolution 1: The Company will disregard any vote cast on Resolution 1 by, or on behalf of: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report (KMP); or (b) a Closely Related Party of such KMP. However, a person (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 of the Meeting 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 if this Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company. 5 3. Resolution 2 - Re-election of Mr Andrew Van Der Zwan as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That Mr Andrew Van Der Zwan, who retires by rotation as a Director of the Company at this Annual General Meeting in accordance with Article 15.3 of the Company's Constitution and ASX Listing Rules 14.4 and 14.5, and is eligible for re- election, be re-elected as a Director of the Company." 4. Resolution 3 - Election of Mr Michael Rose as a Director of the Company To consider and if thought fit, to pass the following Resolution as an ordinary resolution: "That for the purposes of ASX Listing Rule 14.4, Article 15.1 of the Company’s Constitution and for all other purposes, Mr Michael Rose, who was appointed as a Director on 1 September 2026, retires and, being eligible, be elected as a Director of the Company." 5. Resolution 4 - Ratification of prior issue of Shares to Placement Participants. To consider and if thought fit, to pass the following Resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 362,750,000 Placement Shares to the Placement Participants in connection with the Placement as set out in the Explanatory Statement.” Voting exclusion statement on Resolution 4: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) any person who participated in the issue of the Placement Shares; or (b) any Associate of the persons described in paragraphs (a) above. However, the Company need not disregard a vote if cast in favour of this Resolution if: (i) it is cast by a person as a proxy or an 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 (ii) it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote on the resolution as the chair decides; or (iii) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (A) 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 this Resolution; and (B) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6 6. Resolution 5 – Approval to issue Shares to Andrew Van Der Zwan in lieu of Directors’ Fees To consider and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 10,417,500 Shares to Andrew Van Der Zwan or his nominee in lieu of Directors’ fees on the terms set out in the Explanatory Statement.” Voting exclusion statement on Resolution 5: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) Andrew Van Der Zwan (or his nominee); (b) any person who is to receive securities that are subject of the approval under Resolution 5; (c) any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of Shares in the Company); or (d) any Associates of any of the persons referred to in paragraphs (a), (b) and (c) above. However, the Company need not disregard a vote cast in favour of this Resolution if: (i) it is cast by a person as a proxy or an 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 (ii) it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote on the resolution as the chair decides; or (iii) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (A) 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 this Resolution; and (B) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting prohibition statement on Resolution 5: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy who is a member of the KMP or a Closely Related Party of such a member, where the proxy appointment does not specify the way the proxy is to vote on this Resolution. However, this does not apply if the person is the chair of the Meeting and the appointment 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 KMP. 7 7. Resolution 6 – Approval to issue Shares to Christopher Gregory in lieu of Directors’ Fees To consider and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 10,417,500 Shares to Christopher Gregory or his nominee in lieu of Directors’ fees on the terms set out in the Explanatory Statement.” Voting exclusion statement on Resolution 6: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) Christopher Gregory (or his nominee); (b) any person who is to receive securities that are subject of the approval under Resolution 6; (c) any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of Shares in the Company); or (d) any Associates of any of the persons referred to in paragraphs (a), (b) and (c) above. However, the Company need not disregard a vote cast in favour of this Resolution if: (i) it is cast by a person as a proxy or an 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 (ii) it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote on the resolution as the chair decides; or (iii) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (A) 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 this Resolution; and (B) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting prohibition statement on Resolution 6: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy who is a member of the KMP or a Closely Related Party of such a member, where the proxy appointment does not specify the way the proxy is to vote on this Resolution. However, this does not apply if the person is the chair of the Meeting and the appointment 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 KMP. 8. Resolution 7 – Approval to issue Shares to Michael Rose in lieu of Directors’ Fees To consider and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 6,250,500 Shares to Michael Rose or his 8 nominee in lieu of Directors’ fees on the terms set out in the Explanatory Statement.” Voting exclusion statement on Resolution 7: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) Michael Rose (or his nominee); (b) any person who is to receive securities that are subject of the approval under Resolution 7; (c) any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of Shares in the Company); or (d) any Associates of any of the persons referred to in paragraphs (a), (b) and (c) above. However, the Company need not disregard a vote cast in favour of this Resolution if: (i) it is cast by a person as a proxy or an 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 (ii) it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote on the resolution as the chair decides; or (iii) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (A) 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 this Resolution; and (B) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting prohibition statement on Resolution 7: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy who is a member of the KMP or a Closely Related Party of such a member, where the proxy appointment does not specify the way the proxy is to vote on this Resolution. However, this does not apply if the person is the chair of the Meeting and the appointment 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 KMP. Special Business: 9. Resolution 8 - Approval of additional placement capacity To consider and if thought fit, to pass the following Resolution as a special resolution: “That for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders’ approval is given for the issue of Equity Securities of up to 10% of the Company's issued share capital at the time of issue, calculated in accordance 9 with the formula prescribed in ASX Listing Rule 7.1A.2 and as further described in the Explanatory Statement.” Voting exclusion statement on Resolution 8: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) 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 in their capacity as a security holder of Shares in the Company; or (b) an Associate of that person (or those persons). However, this does not apply to a vote cast in favour of a resolution by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the direction given to the chair to vote on the Resolution as the chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (A) 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 this Resolution; and (B) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Other Business To transact any business which may legally be brought forward in accordance with the Constitution. By order of the Board: Shane Turner Company Secretary 14 October 2026 10 Notes Who may vote? The Directors have determined, in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that all Shares of the Company that are quoted on ASX at 7.00pm AEDT on 21 November 2026 will, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time. This means that any person registered as the holder of Shares at 7.00pm AEDT on 21 November 2026 is entitled to attend and vote at the Meeting in respect of those Shares. If you are not the registered holder of a Share at that time, you will not be entitled to vote at the Meeting in respect of that Share. How to vote You may vote in one of two ways: (a) attending the Meeting and voting in person (if a corporate Shareholder, by representative - see below on how to vote by representative); or (b) voting by proxy (see below on how to vote by proxy). Proxies: appointment In accordance with section 249L of the Corporations Act, Shareholders are advised that: • A Shareholder of the Company who is entitled to attend and vote at the Meeting has a right to appoint a person as their proxy to attend and vote for the Shareholder at the Meeting; • A proxy need not be a Shareholder of the Company; and • A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s vote, 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 Chairman of the Meeting, who must vote the proxies as directed. Proxy vote if appointment specifies way to vote: Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: 11 • if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and • if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of Company’s members; and • the appointed proxy is not the chair of the meeting; and • at the meeting, a poll is duly demanded on the resolution; and • either of the following applies: o the proxy is not recorded as attending the meeting; or o the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution, closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. 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 in the Proxy Form. Proxies: lodgement To be valid, a Proxy Form must be received by the Company by no later than 9.30am AEDT on 21 November 2026 (Proxy Deadline). Proxy Forms may be submitted by: (a) online: (i) via Automic Group at https://investor.automic.com.au/#/loginsah; or (ii) Scan the QR code provided in the Proxy Form, noting that you will need your Holder Identification Number (HIN) as shown at the top of the Proxy Form; (b) hand delivery to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000; (c) post to: Automic, GPO Box 5193, Sydney NSW 2001, Australia; or (d) facsimile: +61 2 8583 3040 12 The Proxy Form must be signed by the Shareholder or the Shareholder's attorney, or where the Shareholder is a body corporate, by its corporate representative or at least 2 officers of that Shareholder. Where the Proxy Form is signed by the appointor's attorney, a certified copy of the authority, or the authority itself, must be lodged with the Company in one of the above ways by the Proxy Deadline. If facsimile transmission is used, the authority must be certified. Body corporate representative A Shareholder of the Company who is a body corporate and who is entitled to attend and vote at the Meeting, or a validly appointed proxy who is a body corporate and who is appointed by a Shareholder of the Company entitled to attend and vote at the Meeting, may appoint a person to act as its representative at the Meeting by providing that person with: (a) a letter or certificate, executed in accordance with the body corporate's constitution, authorising the person as the representative; or (b) a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative. Voting procedure In accordance with section 250JA(1)(a) of the Corporations Act, voting on all items of business will be conducted on a poll. Every person entitled to vote who is present in person or by proxy, representative or attorney will have one vote for each voting Share held by that person. Enquiries For all enquiries, please contact Automic at meetings@automicgroup.com.au or by phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 9:00am and 5:00pm (AEDT) Monday to Friday. 13 MRG Metals Limited ACN 148 938 532 (Company) Explanatory Statement Introduction The Explanatory Statement has been prepared for the purposes of the Corporations Act and the ASX Listing Rules. The purpose of this Explanatory Statement is to provide Shareholders with all the information known to the Company that is material to Shareholders in deciding whether or not to approve the Resolutions as set out in the Notice. The Directors recommend that Shareholders read this Explanatory Statement in full and in conjunction with the Notice before making any decisions in relation to the proposed Resolutions. Items of Ordinary Business 1. Financial Statements and Reports Shareholders can now elect to receive the Company's Annual Report via a variety of means. Shareholders who opted to access the Annual Report electronically should have received the email link to the electronic document. Shareholders who opted to continue to receive a printed copy of the Annual Report should now have received it. Shareholders who took no action are advised that they can now access the electronic copy of the Annual Report online at the Company's website (www.mrgmetals.com.au). The 2026 Annual Report includes the Directors’ Reports, the Auditors’ Report and the Financial Report (which includes the financial statements and Directors’ declaration). Copies of the Company's Financial Report, the Directors’ Reports and the Auditors’ Report for the financial year ended 30 June 2026 will also be tabled at the Meeting. The purpose of tabling the Financial Report of the Company at the Meeting and the reports of the Directors and the Auditor is to provide Shareholders with a reasonable opportunity to ask questions or discuss matters relevant to the management of the Company. The Auditor has been invited to be present at the Meeting and Shareholders will have a reasonable opportunity to ask the Auditor questions relevant to the conduct of the audit and the preparation and content of the Auditor's Report. Apart from the matters involving remuneration which are required to be voted upon under section 250R of the Corporations Act, it is not the purpose of the Meeting, nor a requirement of the Corporations Act or the Constitution, that the Financial Report be approved or rejected. Under section 250PA(1) of the Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the AGM is held. Shareholders are requested to submit any written questions relating to the content of the Auditors’ Report or the conduct of its audit of the Company’s Financial 14 Report for the financial year ended 30 June 2026 to the Company by no later than 16 November 2026. A representative of the Auditor will provide answers to the questions at the Meeting. 2. Resolution 1 - Adoption of Remuneration Report 2.1 General In accordance with section 250R of the Corporations Act, the Board presents the Remuneration Report, as disclosed in the Company’s Annual Report, to Shareholders for consideration and adoption as a non-binding Resolution. Among other things, the Remuneration Report contains: » information about the Board's policy for determining the nature and amount of remuneration of the Directors and other Key Management Personnel; and » remuneration details for Key Management Personnel. The Remuneration Report can be found on the Company's website (www.mrgmetals.com.au) or can be obtained by contacting the Company's share registry, Automic Group. 2.2 Voting consequences In accordance with the Corporations Act, the vote on this Resolution is advisory only and does not bind the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. If 25% or more of the votes that are cast are voted against the adoption of the Remuneration Report at two (2) 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 at which all of the Company’s Directors other than the Managing Director stand for election. If more than 50% of the votes cast are in favour of the spill resolution the Company must convene an extraordinary general meeting within 90 days of the second AGM. At the 2025 AGM, 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 AGM. 2.3 Voting exclusion A voting exclusion applies to this item of business, as set out in the Notice of Meeting. 2.4 Board recommendation The Board considers that the remuneration policies set out in the Remuneration Report are appropriate and reasonable. On this basis, the Board recommends that Shareholders eligible to vote do so in favour of Resolution 1. 15 The Chairman will vote all undirected proxies in favour of this Resolution, subject to compliance with the Corporations Act. Any Shareholder who is unable to attend the Meeting and wishes to vote “against” or “abstain” should mark the relevant box in the attached proxy form. 3. Resolution 2 - Re-election of Mr Andrew Van Der Zwan as a Director of the Company 3.1 General The Constitution of the Company requires that at every annual general meeting, one-third of the previously elected directors must retire and are eligible for re- election. Mr Van Der Zwan has been a Director since February 2011. He retires by rotation and, being eligible, offers himself for re-election. 3.2 Qualifications and other material directorships BE Chemical Engineering (hons) Andrew has both domestic and international experience in commercial and engineering roles, with over 35 years in the industry. He has been a Non- Executive Director of Argo Exploration Ltd (ASX: AXT) since March 2013. Earlier in his career, he held various senior positions across the US, Australia, Africa and Europe within the worldwide operations of Exxon Mobil over 17 years (1986– 2003). He also served as a Non-Executive Director of GulfX Ltd for four years and as a Non-Executive Director of Titan Energy for two years. Andrew joined United Petroleum as General Manager of Fuels and Marketing in 2011 and was appointed CEO of United Petroleum in 2013. 3.3 Independence If re-elected, the Board considers that Mr Van Der Zwan will be an independent non-Executive Director. 3.4 Technical information required by ASX Listing Rule 14.1A If Resolution 2 is passed, Mr Van Der Zwan will be re-elected to the Board as an independent non-Executive Director. In the event that Resolution 2 is not passed, Mr Van Der Zwan will cease to be a Director of the Company. In that event, the Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. Until a suitably qualified candidate can be identified, the Company may have fewer than the minimum of 3 directors as required by section 201A of the Corporations Act. 3.5 Board recommendation The Board (with Mr Van Der Zwan abstaining) recommends that Shareholders vote in favour of this Resolution. The Chairman will vote all undirected proxies in favour of this Resolution. 16 4. Resolution 3 – Election of Mr Michael Rose as a Director of the Company 4.1 General ASX Listing Rule 14.4 provides that a director appointed by way of an addition to the existing board of directors or to fill a casual vacancy must not hold office (without election) past the company’s next annual general meeting. Article 15.1 of the Company’s Constitution provides that the Board may appoint a Director to the existing boar