Announcement PDF Catalina Resources Ltd ACN 130 618 683 Notice of Annual General Meeting and Explanatory Memorandum Date of Meeting: Thursday 26 November 2026 Time of Meeting: 11.00am AWST Place of Meeting: Level 2, 22 Mount Street, Perth WA 6000 This is an important document. Please read it carefully. If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form. In compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Annual General Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of Meeting in accordance with the instructions set out on that form by no later than 11.00am AWST on 24 November 2026. Notice of Annual General Meeting Page 1 of 11 Notice is given that an Annual General Meeting of shareholders of Catalina Resources Ltd ACN 130 618 683 (Company) will be held at Level 2, 22 Mount Street, Perth WA 6000 on 26 November 2026 commencing at 11.00am AWST. Agenda Ordinary business Financial Statements and Reports To receive and consider the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report. 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 2026.” Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company. Voting prohibition statement: A vote on this Resolution 1 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, 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. Voting Intentions of Chair: Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying Explanatory Memorandum. 2. Resolution 2: Re-election of 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 15.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Ross Cotton retires, and being eligible, be re-elected as a Director of the Company.” Notice of Annual General Meeting Page 2 of 11 Special Resolution 3. Resolution 3: Approval of 10% Placement Capacity 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 ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum.” Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a 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 holder of ordinary securities in the Company) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of the Resolutions 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 (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. 4. General business To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Notes: (a) Terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Memorandum. (b) A detailed summary of the Resolution(s) is contained within the Explanatory Memorandum. The resolution(s) at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting. By order of the board Damon Cox Company Secretary 9 October 2026 Notice of Annual General Meeting Page 3 of 11 Proxies and representatives Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company. Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth). The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act. The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the Company’s share registry not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote. If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry. A proxy form is attached to this Notice. Voting entitlement For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 5.00pm AWST on 24 November 2026. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Signing instructions You must sign the proxy form as follows in the spaces provided: Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all holders must sign. Power of Attorney: To sign under Power of Attorney, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. Notice of Annual General Meeting Page 4 of 11 1. Introduction This Explanatory Memorandum is provided to the shareholders of Catalina Resources Ltd ACN 130 618 683 (the Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 2, 22 Mount Street, Perth WA 6000 on 26 November 2026 commencing at 11.00am AWST. The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions. Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution. Terms used in this Explanatory Memorandum are defined in Section 7. 2. Financial Statements and Reports In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors’ report, the Remuneration Report, and the auditor’s report. There is no requirement for shareholders to approve these reports. However, time will be allowed during the annual general meeting for consideration by shareholders of the financial statements and the associated directors’ and auditors’ reports. 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 The Company’s Annual Report is placed before the Shareholders for discussion. No voting is required for this item. 3. Resolution 1: Adoption of Remuneration Report 3.1 General 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 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. 3.2 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. Notice of Annual General Meeting Page 5 of 11 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. 3.3 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 Annual General Meeting. 4. Resolution 2: Re-election of Director – Mr Ross Cotton 4.1 General ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. Clause 15.2 of the Company Constitution (which mirrors ASX Listing Rule 14.4) requires that a director shall not continue in office for a period in excess of three consecutive years or until the third annual general meeting following the director’s appointment, whichever is the longer, without submitting to re- election. The clause also requires that if no person or Director is standing for election or re-election for another other specified reason, then the Director who has been a Director for the longest without re- election must retire and stand for re-election. Mr Cotton was first appointed a Director on 11 March 2025 and is the longest tenured director. Mr Cotton retires by rotation at the Annual General Meeting and seeks re-election. 4.2 Qualifications 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. Mr Cotton 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. Mr Cotton is not considered to be independent due to his executive role with the Company. 4.3 Board recommendation The Board supports the re-election of Mr Cotton as a Director of the Company and recommends (with Mr Cotton abstaining) that Shareholders vote in favour of Resolution 2. 5. Resolution 3: Approval of 10% Placement Capacity 5.1 General 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 securities it had on issue at the start of that period. However, 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% (10% Placement Capacity). 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. The Company is an eligible entity for these purposes. Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the 10% Placement Capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. Notice of Annual General Meeting Page 6 of 11 If Resolution 3 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 Resolution 3 is not passed, the Company will not be able to access the 10% Placement 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. 5.2 Information on 10% Placement Capacity (a) Quoted securities Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX. As at the date of this Notice, the Company has two classes of Equity Securities quoted on the ASX, being Ordinary Shares (ASX Code: CTN) and Listed Options exercisable at $0.115 on or before 22 May 2027 (ASX Code: CTNO). (b) Formula for 10% Placement Capacity If this Resolution 3 is passed, the Company may issue or agree to issue, during the 12 month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula: Additional Placement Capacity = (A x D) – E A = the number of fully-paid ordinary securities on issue at the commencement of the Relevant Period: • plus the number of fully-paid ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9, 16, or 17; • plus the number of fully-paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: • the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or o the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4; • plus the number of fully-paid ordinary securities issued in the Relevant Period under an agreement to issue securities within rule 7.2 exception 16 where: o the agreement was entered into before the commencement of the Relevant Period; or o the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4; • plus the number of fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or ASX Listing Rule 7.4; • plus the number of partly-paid ordinary securities that became fully-paid in the Relevant Period; • less the number of fully-paid ordinary securities cancelled in the Relevant Period; D = 10%; and E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4. Notice of Annual General Meeting Page 7 of 11 5.3 Listing Rule requirements Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3: (a) Period for which the 10% Placement Capacity is valid The 10% Placement Capacity will commence on the date of the Meeting at which the Shareholder approval is obtained and expire on the first to occur of the following: (i) the date that is 12 months after the date of this Meeting (i.e. 26 November 2026), presuming Shareholder approval is obtained; (ii) the time and date of the Company’s next annual general meeting; and (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). (b) Minimum Price at which equity securities may be issued Any Equity Securities issued under the 10% Placement Capacity will be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. (c) Use of funds raised under 10% Placement Capacity The Company intends to use funds raised from issues of Equity Securities under the 10% Placement Capacity for: (i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition); (ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration); (iii) the development of the Company’s current business; and (iv) general working capital. (d) Risk of voting dilution If Resolution 3 is passed and the Company issues securities under the 10% Placement Capacity, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that: (i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date Shareholder approval is obtained for this Resolution; and (ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date. The table overleaf shows the potential dilution of existing Shareholders following the issue of Equity Securities under the 10% Placement Capacity (based on the formula set out above) using difference variables for the number of issued Ordinary Shares and the market price of Ordinary Shares. The table overleaf is calculated using the closing market price of Shares and the number of Equity Securities on issue as at 9 October 2026. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity. Notice of Annual General Meeting Page 8 of 11 Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2) Dilution Issue Price (per Share) $0.0260 (50% decrease in current issue price) $0.0520 (Current issue price) $0.0780 (50% increase in current issue price) 246,185,567 (Current Variable A) Shares issued – 10% voting dilution 24,618,557 24,618,557 24,618,557 Funds raised $640,082 $1,280,165 $1,920,247 369,278,351 (50% increase in Variable A) Shares issued – 10% voting dilution 36,927,835 36,927,835 36,927,835 Funds raised $960,124 $1,920,247 $2,880,371 492,371,134 (100% increase in Variable A) Shares issued – 10% voting dilution 49,237,113 49,237,113 49,237,113 Funds raised $1,280,165 $2,560,330 $3,840,495 *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: (i) There are 246,185,567 Shares on issue as at the date of this Notice (ASX Code: CTN). (ii) The issue price set out above is the closing price of the Shares on the ASX on 9 October 2026. (iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity. (iv) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1. (v) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. (vi) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. (vii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed. (viii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. (ix) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (1) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (2) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. (e) Allocation under the 10% Placement Capacity The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist Notice of Annual General Meeting Page 9 of 11 of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors: (1) the purpose of the issue; (2) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate; (3) the effect of the issue of the Equity Securities on the control of the Company; (4) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (5) prevailing market conditions; and (6) advice from corporate, financial and broking advisers (if applicable). (f) Previous approval under ASX Listing Rule 7.1A The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 6 November 2025 (Previous Approval). The Company has issued 23,496,395 shares under Listing Rule 7.1A in the period since the previous annual general meeting. The details of the first issue were: (1) The shares were issued to various professional and sophisticated investors who participated in a Placement; (2) A total of 9,928,136 fully paid ordinary shares (post share consolidation adjusted number) were issued; (3) An issue date of 26 November 2025; (4) An issue price of $0.069 cents per share (post share consolidation adjusted price); (5) The total cash consideration received was $0.685 million, of which all has been spent to date; and (6) The intended use of funds is for working capital and other exploration expenditure. The details of the second issue were: (1) The shares were issued to various professional and sophisticated investors who participated in a Placement; (2) A total of 13,568,259 fully paid ordinary shares were issued; (3) An issue date of 21 May 2026; (4) An issue price of $0.055 per share; (5) The total cash consideration received was $0.746 million, of which nil has been spent to date; and (6) The intended use of funds is for working capital and other exploration expenditure. 5.4 Voting Exclusion A voting exclusion statement is included in this Notice of Meeting. As at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this Resolution. 5.5 Board recommendation The Board recommends that Shareholders vote in favour of Resolution 3. Notice of Annual General Meeting Page 10 of 11 6. General Business To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolution(s) are set out in the Explanatory Memorandum. Notice of Annual General Meeting Page 11 of 11 7. Interpretation 10% Placement Capacity has the meaning given in Section 5.1. Annual General Meeting means the Annual General Meeting of the Company pursuant to this Notice of Meeting. ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable). Board means the board of directors of the Company. Closely Related Party has the meaning given in section 9 of the Corporations Act. Company means Catalina Resources Ltd ACN 130 618 683. Constitution means the constitution of the Company from time to time. Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time. Director means a director of the Company. Eligible Entity means an entity that, at the date of the relevant general meeting: (a) is not included in the S&P/ASX 300 Index; and (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000. Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security. Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting. Key Management Personnel has