Announcement PDF *M00000112Q02* Samples/000001/000002/i12 OD6 Metals Limited ACN 654 839 602 Notice of Annual General Meeting Notice is given that the annual general meeting of the Company (Meeting) will be held at: Time 9:00am (AWST) Date Wednesday, 22 October 2025 Place Level 1, 1 Alvan Street Subiaco WA 6008 Important: This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser. Notice of Annual General Meeting Notice is given that the annual general meeting of OD6 Metals Limited ACN 654 839 602 (Company) will be held at 9:00am (AWST) on Wednesday, 22 October 2025 at Level 1, 1 Alvan Street, Subiaco WA 6008. Agenda Annual Report To table and consider the Annual Report of the Company for the financial year ended 30 June 2025, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report. Resolutions 1 Resolution 1 – 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 set out in the Annual Report for the financial year ended 30 June 2025." Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition: In accordance with sections 250BD, 250R and 250V of the Corporations Act, 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. 2 Resolution 2 – Election of Director – Mr Piers Lewis To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, in accordance with Article 7.2 of the Constitution and for all other purposes, Mr Piers Lewis retires by rotation and, being eligible and offering himself for re-election, is re-elected as a Director as described in the Explanatory Statement." 2 3 Resolution 3 – Approval to issue Placement Options to Placement Participants To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 19,230,769 Placement Options under the Placement as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder) (including the persons named as “material investors” in Section 5.3(a) of the Explanatory Statement), or any of their respective associates. 4 Resolutions 4(a) and (b) – Ratification of agreement to issue Placement Shares to Placement Participants To consider and, if thought fit, to pass, with or without amendment, the following resolutions, each as a separate ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to ratify the issue of or agreement to issue 38,461,538 Shares at $0.065 each to raise approximately $2.5 million (before costs) on or around 27 August 2025 under the Placement as follows: (a) 22,414,743 Shares under Listing Rule 7.1; and (b) 16,046,795 Shares under Listing Rule 7.1A, as described in the Explanatory Statement." Voting exclusion: The Company will disregard any votes cast in favour of Resolutions 4(a) and 4(b) by or on behalf of any person who participated in the agreement to issue of Placement Shares (including the persons named as “material investors” in Section 6.3(a) of the Explanatory Statement), or any of their respective associates). 5 Resolution 5 – Approval to issue Placement Options to Lead Manager 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 issue of 5,000,000 Placement Options to the Lead Manager (or its nominees) as partial consideration for lead manager services with respect to the Placement, as described in the Explanatory Statement.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Lead Manager (and/or its nominees) and any person who is expected to participate in, 3 or who will obtain a material benefit as a result of, the proposed issue of Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 6 Resolution 6 – Renewed approval of the Employee Securities Incentive Plan To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders re-approve the "OD6 Metals Employee Securities Incentive Plan" (Plan) and the issue of up to 29,839,423 Securities under the Plan, as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Plan, or any of their respective associates. 7 Resolution 7 – Approval to issue Incentive Options to Related Parties under the Plan To consider and, if thought fit, to pass, with or without amendment, the following resolutions, each as a separate ordinary resolution: "That, subject to Resolution 6 being passed, for the purposes of Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act and for all other purposes, approval is given for the issue of Incentive Options to Directors (or their respective nominees) under the Employee Securities Incentive Plan as follows: (a) up to 4,500,000 Incentive Options to Mr Brett Hazelden; (b) up to 2,500,000 Incentive Options to Mr Piers Lewis; and (c) up to 2,000,000 Incentive Options to Dr Mitch Loan, as described in the Explanatory Statement." Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in any employee incentive scheme of the Company or any of their respective associates. Voting prohibition: 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: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on the Resolution. Further, in accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party. However, the above prohibition does not apply if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and (b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party. 4 Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. 8 Resolution 8 – Approval of the issue of Incentive Options to Geospy Pty Ltd To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, subject to Resolution 6 being passed, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Incentive Options to Geospy Pty Ltd (or its nominees) under the Plan as described in the Explanatory Statement.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in any employee incentive scheme of the Company or any of their respective associates. Voting prohibition: 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: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on the Resolution. 9 Resolution 9 – Approval of the Additional 10% Placement Capacity To consider and, if thought fit, to pass, with or without amendment, 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 Equity Securities under the Additional 10% Placement Capacity as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution if, at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the Additional 10% Placement Capacity, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, an issue under the Additional 10% Placement Capacity (except a benefit solely by reason of being a holder of Shares) or any associate of those persons. 5 Voting exclusions and exceptions Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable). Resolution Exceptions 1, 7 and 8 A person (voter) described in the voting prohibition may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in the voting exclusion and either: 3, 4(a) and 4(b), 5, 6, 7, 8 and 9 (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the 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 the Resolution; and (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The voting exclusion does not apply to a vote cast in favour of the Resolution by: (a) 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; (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 Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. Voting entitlements The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 4:00pm (AWST) on Monday, 20 October 2025. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Voting instructions (a) Votes at the Meeting may be given personally or by proxy, attorney or representative. 6 (b) A proxy need not be a Shareholder of the Company. (c) The Proxy Form sent with this Notice should be used for the Meeting. (d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies. (e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney. (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy of it must be received by the Company in accordance with this Notice. (g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that corporation at the Meeting. Appointments of corporate representatives must be received by the Company in accordance with this Notice or handed in at the Meeting when registering as a corporate representative. (h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chair, who is required to vote proxies as directed on a poll. (i) A member of the Key Management Personnel (which includes each Director) will not be able to vote as proxy on Resolutions 1, 7 and 8 unless the Shareholder directs it how to vote or, in the case of the Chair, unless the Shareholder expressly authorises the Chair to do so. (j) If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chair) as its proxy, the Shareholder should ensure that it directs the member of the Key Management Personnel how to vote on Resolutions 1, 7 and 8. (k) If a Shareholder intends to appoint the Chair as its proxy for Resolutions 1, 7 and 8, the Shareholder can direct the Chair how to vote by marking one of the boxes for Resolutions 1, 7 and 8 (e.g. if the Shareholder wishes to vote 'for', 'against' or to 'abstain' from voting). If a Shareholder does not direct the Chair how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolutions 1, 7 and 8 even though it is connected to the remuneration of a member of the Key Management Personnel. (l) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company's share registry, Computershare: (i) by post to GPO Box 242, Melbourne VIC 3001; or (ii) online by visiting www.investorvote.com.au; so that they are received no later than 48 hours before the commencement of the Meeting. (m) The Chair intends to exercise all available proxies in favour of all Resolutions, unless the 7 Shareholder has expressly indicated a different voting intention. (n) If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1, 7 and 8 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Document components This document includes this Notice and the accompanying Explanatory Statement and Proxy Form. Authorisation By order of the Board. Joel Ives Company Secretary 17 September 2025 8 Explanatory Statement This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions. The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory Statement contains the terms and conditions on which the Resolutions will be voted. The Explanatory Statement includes the following information to assist Shareholders in deciding how to vote on the Resolutions: A Proxy Form is located at the end of the Explanatory Statement. 1 General In accordance with section 110D of the Corporations Act, this Notice and Explanatory Statement are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting. The Notice can be viewed online and downloaded via: 2 (a) the Company’s website at https://www.od6metals.com.au/investors/asx-announcements/; (b) the Company’s ASX platform at https://www.asx.com.au/markets/company/OD6; or (c) if the Shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the Shareholder’s nominated email address. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2025. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at www.od6metals.com.au; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: 9 (a) the preparation and content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office. 3 Resolution 1 – Remuneration Report 3.1 Overview Subsection 250R(2) of the Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. 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. 3.2 Voting consequences In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. 3.3 Previous voting results The Company's Remuneration Report did not receive a Strike at the 2024 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2025 annual general meeting, this may result in the re-election of the Board. 10 3.4 Board recommendation The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make comments on the Remuneration Report. Resolution 1 is an ordinary resolution. The Board encourages Shareholders to vote on the adoption of the Remuneration Report. 4 Resolution 2 – Election of Director – Mr Piers Lewis 4.1 General Article 7.2(b) of the Constitution requires that there is an election of Directors at each annual general meeting of the Company. If no person or Director is standing for election or re-election in accordance with other Articles of the Constitution, Article 7.2(b)(iv) provides that that any director who wishes to may retire and stand for re-election. Otherwise, the person who has been a Director the longest without re-election must retire and stand for re-election. If 2 or more Directors have been a Director the longest and an equal time without re-election, then in default of agreement, the Director to retire will be determined by ballot. Mr Piers Lewis was elected as a non-executive Director on 27 October 2021, became non-executive Chairman on 31 July 2025 and has held office longest since being last elected. Accordingly, Mr Lewis retires by rotation at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2. Resolution 2 is an ordinary resolution. 4.2 Mr Piers Lewis Mr Lewis has over 30 years corporate advisory experience with various ASX companies and Investment Banks. He founded SmallCap Corporate, which provides corporate advisory, IPO management, CFO and company secretary services. In addition to the Company, Mr Lewis is currently Non-Executive Director and Company Secretary for a number of ASX listed companies, including Non-Executive Chair of Aurumin Ltd (ASX: AUN), and Non-Executive Director of Noronex Ltd (ASX: NRX), company secretary of Grange Resources Limited (ASX: GRR) and Almonty Industries Inc. (ASX: AII). Mr Lewis has also held senior management roles with Credit Suisse (London), Mizuho International, ABN Amro and NAB Capital. Mr Lewis has also held directorships with the following listed companies in the past 3 years: (a) Aurumin Ltd (appointed 19 May 2020 to date); (b) Noronex Ltd (appointed 3 December 2019 to date); and (c) AusCann Group Holdings Ltd (appointed 10 June 2024, company delisted 28 August 2024). Mr Lewis has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director. The Board considers Mr Lewis to be an independent director, notwithstanding that Mr Lewis (together with his associates) holds 3,037,487 Shares and 1,493,743 options (with varying exercise prices and expiry dates). The Board considers that the number of Shares and options held by Mr Lewis and his associates will not interfere, or reasonably be seen to interfere, with Mr Lewis' capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole. 11 4.3 Board recommendation The Board (excluding Mr Lewis who has an interest in the outcome of Resolution 2) recommends that Shareholders vote in favour of Resolution 2, due to Mr Lewis’ extensive experience which is relevant to the Company’s phase of growth, strong leadership and focus on delivering shareholder returns. 5 Resolution 3 – Approval to issue Placement Options to Placement Participants 5.1 Background On 19 August 2025, the Company announced that it had received binding commitments for a placement to raise approximately $2.5 million before costs (Placement) by the issue of Shares at $0.065 each (Placement Shares). The Company also agreed to issue, subject to Shareholder approval, one (1) free-attaching unquoted option exercisable at $0.10 per Share and expiring 30 months from the issued date (and otherwise on the terms set out in Schedule 1), for every two (2) Shares subscribed for under the Placement (Placement Options). On 27 August 2025, the Company issued a total of 38,461,538 Placement Shares to unrelated sophisticated and professional investors (Placement Participants) using the Company's placement capacity under Listing Rules 7.1 and 7.1A as follows: (a) 22,414,743 Placement Shares were issued using the Company's placement capacity under Listing Rules 7.1 (which it is seeking to ratify pursuant to Resolution 4(a)); and (b) 16,046,795 Placement Shares were issued using the Company's additional placement capacity under Listing Rule 7.1A (which it is seeking to ratify pursuant to Resolution 4(b)). Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to issue up to 19,230,769 Placement Options to the Placement Participants. Resolution 3 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 3. 5.2 Listing Rule 7.1 Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Listing Rule 7.2 sets out various types of equity issues that are excluded from the operation of Listing Rule 7.1 and 7.1A. The issue of the Placement Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires Shareholder approval under Listing Rule 7.1. The effect of Resolution 3 will be to allow the Company to issue 19,230,769 Placement Options to the Placement Participants during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity under Listing Rule 7.1. 12 If Resolution 3 is not passed, the Company will not be able to proceed to issue the 19,230,769 Placement Options. 5.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Placement Options: (a) the Placement Options will be issued to Placement Participants, none of whom will be a related party of the Company. Investors were selected by the Company in consultation with the Lead Manager. Of the Placement Participants, the following parties are "material investors" as per ASX Guidance Note 21, sections 7.2 to 7.4: (i) Mark Hanlon, a substantial shareholder of the Company, who will be issued 2,000,000 Placement Options. No other Placement Participants are considered to be “material investors” for the purposes of ASX Guidance Note 21, sections 7.2 to 7.4; (b) a maximum of 19,230,769 Placement Options are to be issued; (c) the Placement Options will be exercisable at $0.10 each on or before the date that is 30 months after the issue date and will otherwise be issued on the terms and conditions set out in Schedule 1; (d) the 19,230,769 Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules); (e) the Placement Options are free-attaching to the Placement Shares issued and therefore will be issued at an issue price of nil; (f) no funds will be raised from the issue of the Placement Options as they are free-attaching to the Placement Shares; and (g) the material terms on which the Placement Options will be issued are set out in section 5.1; and (h) a voting exclusion statement is included in the Notice. 6 Resolutions 4(a) and (b) – Ratification of agreement to issue Placement Shares to Placement Participants 6.1 General As set out in section 5.1 above, on 27 August 2025: (a) 22,414,743 Placement Shares were issued using the Company's placement capacity under Listing Rules 7.1 (which the Company is seeking to ratify pursuant to Resolution 4(a)); and (b) 16,046,795 Placement Shar