Announcement PDF CATALINA RESOURCES LTD ACN 130 618 683 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11:00am DATE: 6 November 2025 PLACE: 2/7 Havelock Street WEST PERTH WA 6005 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 4:00pm (WST) on 4 November 2025. 1 B U S I N ES S OF TH E M EE T I N G FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report. 1. 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 2025.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. 2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR JADE SMITH 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 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Jade Smith, a Director who was appointed as an additional Director on 22 September 2025, retires, and being eligible, is elected as a Director.” 3. RESOLUTION 3 – ELECTION OF A DIRECTOR – MR KARL SIMICH 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 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Karl Simich, a Director who was appointed casually on 10 June 2025, retires, and being eligible, is elected as a Director.” 4. RESOLUTION 4 – ELECTION OF A DIRECTOR – MR ROSS COTTON 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 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Ross Cotton, a Director who was appointed casually on 11 March 2025, retires, and being eligible, is elected as a Director.” 5. RESOLUTION 5 – RE-ELECTION OF A DIRECTOR WHO IS RETIRING BY ROTATION IN ACCORDANCE WITH THE QUOTA SET OUT IN THE CONSTITUTION 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 13.2 of the Constitution, and for all other purposes, Mr Martin Bennett, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 6. RESOLUTION 6 – 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.” 2 7. RESOLUTION 7 – REPLACEMENT OF CONSTITUTION To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.” 8. RESOLUTION 8 – INSERTION OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION To consider and, if thought fit, to pass the following resolution as a special resolution: “That, subject to the approval of Resolution 7, for the purposes of sections 136(2) and 648G of the Corporations Act and for all other purposes, approval is given for the Company to modify the Proposed Constitution by inserting clause 37 for a period of three years from the date of approval of this Resolution.” 9. RESOLUTION 9 – APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE PLAN 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 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to maximum of 300,000,000 Securities under the employee incentive scheme titled Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement.” 10. RESOLUTION 10 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR ROSS COTTON To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 110,000,000 Performance Rights to Mr Ross Cotton (or their nominee(s)) under the Employee Incentive Securities Plan on the terms and conditions set out in the Explanatory Statement.” 11. RESOLUTION 11 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR JADE SMITH To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 50,000,000 Performance Rights to Mr Jade Smith (or their nominee(s)) under the Employee Incentive Securities Plan on the terms and conditions set out in the Explanatory Statement.” 12. RESOLUTION 12 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR KARL SIMICH To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 70,000,000 Performance Rights to Mr Karl Simich (or their nominee(s)) under the Employee Incentive Securities Plan on the terms and conditions set out in the Explanatory Statement.” 13. RESOLUTION 13 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR MARTIN BENNETT To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 17,000,000 Performance Rights to Mr Martin Bennett (or their nominee(s)) under the Employee Incentive Securities Plan on the terms and conditions set out in the Explanatory Statement.” 3 14. RESOLUTION 14 – RATIFICATION OF PRIOR ISSUE OF OPTIONS 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 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 Options to professional investors on the terms and conditions set out in the Explanatory Statement.” Dated: 8 October 2025 4 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report In accordance with sections 250BD(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. Resolution 9 – Approval to issue Securities under an Incentive Plan A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 10 – Approval to issue Performance Rights to Mr Ross Cotton Resolution 11 – Approval to issue Performance Rights to Mr Jade Smith Resolution 12 – Approval to issue Performance Rights to Mr Karl Simich Resolution 13 – Approval to issue Performance Rights to Mr Martin Bennett Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: Resolution 9 – Approval to issue Securities under an Incentive Plan A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons. Resolution 10 – Approval to issue Performance Rights to Mr Ross Cotton Mr Ross Cotton (or their nominee(s)) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Resolution 11 – Approval to issue Performance Rights to Mr Jade Smith Mr Jade Smith (or their nominee(s)) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Resolution 12 – Approval to issue Performance Rights to Mr Karl Simich Mr Karl Simich (or their nominee(s)) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Resolution 13 – Approval to issue Performance Rights to Mr Martin Bennett Mr Martin Bennett (or their nominee(s)) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Resolution 14 – Ratification of prior issue of Options Professional and sophisticated investors who participated in the issue or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or 5 (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6 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 but representatives from Automic will need to verify your identity. You can register from 10:30am on the day of the Meeting. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6165 8858. 7 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 2025 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.catalinaresources.com.au. 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. 8 3. RESOLUTIONS 2 TO 4 – ELECTION OF DIRECTORS – MR JADE SMITH, MR KARL SIMITH AND MR ROSS COTTON 3.1 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 Jade Smith, Mr Karl Simich and Mr Ross Cotton, having been appointed by other Directors on 22 September 2025, 10 June 2025 and 11 March 2025 respectively, in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seek election from Shareholders. 3.2 Resolution 2 – Election of Mr Jade Smith Further information in relation to Mr Jade Smith is set out below. Qualifications, experience and other material directorships Mr Smith brings more than 20 years of executive and consulting experience across government, health, education, and resource sectors. With a strong track record of delivering large-scale business transformation combined with extensive operational management experience, Mr Smith has been conducting a comprehensive review of Catalina’s operations in Western Australia and Tasmania over the last quarter, with a focus on optimising and aligning the order of priority and approach at each site. Mr Smith is not currently a director of any other listed companies. Term of office Mr Smith has served as a Director since 22 September 2025. Independence If re-elected, the Board does not consider that Mr Cotton will be an independent Director by virtue of his appointment as an Executive Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Smith. Board recommendation Having received an acknowledgement from Mr Smith that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Smith since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Smith) recommend that Shareholders vote in favour of this Resolution. Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Smith will be elected to the Board as an executive Director. If this Resolution is not passed, Mr Smith 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. This may detract from the Board and Company’s ability to execute on its strategic vision. 9 3.3 Resolution 3 – Election of Mr Karl Simich Further information in relation to Mr Karl Simich is set out below. Qualifications, experience and other material directorships Mr Karl Simich is a prominent mining executive with over 38 years of experience in corporate finance and international resource company leadership. He was the founder of Sandfire Resources (ASX: SFR), where he led the discovery, development and operation of the high-grade DeGrussa Copper-Gold Mine in Western Australia. Mr Simich also oversaw a global growth and diversification strategy transforming SFR from a single-mine company into a diversified producer with global operations and a market cap in excess of $5B. He has held Board and senior executive roles across numerous ASX- listed companies, with a proven track record in project development, financing and shareholder value creation. Mr Simich is a Fellow of the Institute of Chartered Accountants and the Financial Services Institute of Australasia. Mr Simich is not currently a director of any other listed companies. Term of office Mr Simich has served as a Director since 10 June 2025. Independence If re-elected, the Board considers that Mr Simich will be an independent Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Simich. Board recommendation Having received an acknowledgement from Mr Simich that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Simich since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Simich) recommend that Shareholders vote in favour of this Resolution. Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Simich will be elected to the Board as the Non-Executive Chair. If this Resolution is not passed, Mr Simich will not continue in their role as the Non-Executive Chair. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. This may detract from the Board and Company’s ability to execute on its strategic vision. 3.4 Resolution 4 – Election of Mr Ross Cotton Further information in relation to Mr Ross Cotton is set out below. Qualifications, experience and other material directorships Mr Cotton is an experienced corporate executive with more than 15 years in the resources sector, specialising in project development, corporate finance, and capital markets. He has held executive and board roles across a range of ASX-listed companies, with a focus on identifying and advancing exploration assets, building high- performing teams, and securing funding to support growth. His experience is particularly strong in base metals, especially in the identification and development of copper and gold projects, with a proven track record in both Australian and international jurisdictions. Ross has been instrumental in driving value for shareholders through strategic acquisitions, capital raisings, and effective stakeholder engagement. Mr Cotton is not currently a director of any other listed companies. Term of office Mr Cotton has served as a Director since 11 March 2025. 10 Independence If re-elected, the Board does not consider that Mr Cotton will be an independent Director by virtue of his appointment as Executive Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Cotton. Board recommendation Having received an acknowledgement from Mr Cotton that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Cotton since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Cotton) recommend that Shareholders vote in favour of this Resolution. Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Cotton will be elected to the Board as an executive Director. If this Resolution is not passed, Mr Cotton will not continue in his role as an executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. This may detract from the Board and Company’s ability to execute on its strategic vision. 4. RESOLUTION 5 – RE-ELECTION OF A DIRECTOR - MARTIN BENNETT 4.1 General The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Mr Martin Bennett, who has held office without re-election since 22 November 2024 and being eligible retires by rotation and seeks re-election. Further information in relation to Mr Martin Bennett is set out below. Qualifications, experience and other material directorships Mr Martin Bennett is a highly experienced exploration and development geologist with a career spanning more than 30 years. His global experience includes key roles in Australia, Africa, Canada and Southeast Asia. Martin has held senior technical positions including General Manager Exploration for Endeavour Mining and Exploration Manager for Aditya Birla Minerals and BCI Minerals. Mr Bennett is not currently a director of any other listed companies. Term of office Mr Bennett has served as a Director since 13 February 2024 and was last re-elected on 22 November 2024. Independence If re-elected, the Board considers that Mr Bennett will be an independent Director. Board recommendation Having received an acknowledgement from Mr Bennett that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Bennett since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Bennett) recommend that Shareholders vote in favour of this Resolution. Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Bennett will be elected to the Board as a non-executive Director. If this Resolution is not passed, Mr Bennett will will not continue in his role as a non-executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. This may detract from the Board and Company’s ability to execute on its strategic vision. 11 5. RESOLUTION 6 – 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. 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 $9,704,076. 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 und