Announcement PDF Dart Mining NL ACN 119 904 880 Notice of Extraordinary General Meeting 11am (Melbourne time) on 30 April 2025 Held online as a virtual meeting This is an important document. Please read it carefully. Please speak to your professional advisers if you have any questions about this document or how to vote at the Meeting. Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Dart Mining NL (the Company or Dart) is to be held online as a virtual meeting, on 30 April 2025 at 11am (AEST) (Meeting). Shareholders may participate in the EGM by connecting to a zoom meeting which will include the facility for shareholders to observe, make comments or ask questions in relation to the business of the meeting, and to vote. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulation 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 28 April 2025 at 11am (2 days prior to Meeting) (AEST). If you wish to attend the EGM, you must register. You can then join the EGM in one of two ways: 1. If your e-mail address has been provided to Dart Mining for you to receive communications by e-mail: by clicking on this link: https://us06web.zoom.us/meeting/register/fIhvZz-2SX-0TDLfUiarbw You will then be asked to register for the EGM. If your e-mail address has not been provided to Dart Mining: to register for the EGM, go to www.zoom.us then select ‘join a meeting’ and enter the following meeting ID: 868 6772 6753 You may register at any time up to 11.00am (AEST) on 29 April 2025, being 24 hours before the appointed time of the EGM. All resolutions at the Extraordinary General Meeting will be decided based on a poll rather than by a show of hands. Shareholders are however strongly encouraged to lodge a directed Proxy Form prior to the meeting. Shareholders will not be able to physically attend the Extraordinary General Meeting. If you have any difficulty, please e-mail the Company Secretary: jedwards@dartmining.com.au. The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice. Dart Mining April 2025 EGM 2 30 April 2025 Ordinary Business of the Meeting Adoption of Employee Incentive Scheme 1. Resolution 1: Ordinary Resolution to adopt Employee Incentive Plan To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13) and for all other purposes, the Company adopt the DTM Employee Incentive Plan, and approve the issue of securities in accordance with the terms and conditions set thereunder, as described in the Explanatory Statement.” Voting Exclusion Statement A voting exclusion applies to this Resolution 1. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) a person who is eligible to participate in the employee incentive scheme; or b) any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Amendment to Company Constitution 2. Resolution 2: Amendment of the Constitution To consider and if thought fit, to pass, with or without amendment, the following as a special resolution: “That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Company’s Constitution be modified in the manner set out in the Explanatory Statement to this Notice of Meeting, with the amendments to take effect from the conclusion of this Meeting unless otherwise determined by the directors.” Dart Mining April 2025 EGM 3 30 April 2025 Issue of Securities to Board and Management 3. Resolution 3: Ordinary Resolution issue 2025 Director Options to Mr. James Chirnside To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 44,000,000 2025 Director Options in the Company to Mr. James Chirnside, the Managing Director of the Company (or his nominee) on the terms set out in the Explanatory Statement.” Voting Exclusion Statement A voting exclusion applies to this Resolution 3. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) Mr. James Chirnside (or his nominee) and 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 ordinary securities in the entity); or b) any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 4. Resolution 4: Ordinary Resolution issue 2025 Director Options to Mr. Richard Udovenya To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 11,000,000 2025 Director Options in the Company to Mr. Richard Udovenya, a Non-Executive Director of the Company (or his nominee) on the terms set out in the Explanatory Statement.” Voting Exclusion Statement A voting exclusion applies to this Resolution 4. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) Mr. Richard Udovenya (or his nominee) and 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 ordinary securities in the entity); or b) any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Dart Mining April 2025 EGM 4 30 April 2025 5. Resolution 5: Ordinary Resolution issue 2025 Director Options to Mr. Dean Turnbull To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 11,000,000 2025 Director Options in the Company to Mr. Dean Turnbull, a Non-Executive Director of the Company (or his nominee) on the terms set out in the Explanatory Statement.” Voting Exclusion Statement A voting exclusion applies to this Resolution 5. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) Mr. Dean Turnbull (or his nominee) and 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 ordinary securities in the entity); or b) any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Security Capital Approvals 6. Resolution 6: Ordinary Resolution to ratify Tranche 1 February 2025 Placement To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 89,708,337 Shares in the Company to the parties, for the purpose, and on the terms set out in the Explanatory Statement accompanying this Notice.” Voting Exclusion Statement A voting exclusion applies to this Resolution 6. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) Any person who participated in the share issue; or b) Any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Dart Mining April 2025 EGM 5 30 April 2025 7. Resolution 7: Ordinary Resolution to approve Tranche 2 February 2025 Placement To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve and ratify the issue of 510,291,663 Shares in the Company to the parties, for the purpose, and on the terms set out in the Explanatory Statement accompanying this Notice.” Note: This Resolution 7 is inter-conditional on Resolution 9 also being passed such that in the event that either one of these Resolutions fails, the Company will not conduct the Tranche 2 Placement issuance. Voting Exclusion Statement A voting exclusion applies to this Resolution 7. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) Any person who participated in the share issue; or b) Any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 8. Resolution 8: Ordinary Resolution to approve Tranche 1 February 2025 Placement Options To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 45,000,000 Options each exercisable at $0.01 expiring 3 years from the issue date in the Company to the Placement Participants, for the purpose, and on the terms set out in the Explanatory Statement” Voting Exclusion Statement A voting exclusion applies to this Resolution 8. The Company will disregard any votes cast in favour of the resolution by or on behalf of: • A Tranche 1 February 2025 Placement Participant; • 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 entity); or • An associate of those persons. However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Dart Mining April 2025 EGM 6 30 April 2025 9. Resolution 9: Ordinary Resolution to approve Tranche 2 February 2025 Placement Options To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 255,000,000 Options each exercisable at $0.01 expiring 3 years from the issue date in the Company to the Placement Participants, for the purpose, and on the terms set out in the Explanatory Statement” Note: This Resolution 9 is inter-conditional on Resolution 7 also being passed such that in the event that either one of these Resolutions fails, the Company will not conduct the Tranche 2 Placement issuance. Voting Exclusion Statement A voting exclusion applies to this Resolution 9. The Company will disregard any votes cast in favour of the resolution by or on behalf of: • A Tranche 2 February 2025 Placement Participant; • 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 entity); or • An associate of those persons. However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 10. Resolution 10: Ordinary Resolution issue Options to CPS Capital Group Pty Ltd To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 110,000,000 Options each exercisable at $0.01 expiring 3 years from the issue date in the Company to CPS Capital Group Pty Ltd (or its Nominee) on the terms set out in the Explanatory Statement.” Voting Exclusion Statement A voting exclusion applies to this Resolution 10. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) CPS Capital Group Pty Ltd (or its Nominee) and 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 ordinary securities in the entity); or b) any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Dart Mining April 2025 EGM 7 30 April 2025 11. Resolution 11: Ordinary Resolution issue Options to Zerp Capital Pty Ltd To consider and if thought fit, pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 30,000,000 Options each exercisable at $0.01 expiring 3 years from the issue date in the Company to Zerp Capital Pty Ltd (or its Nominee) on the terms set out in the Explanatory Statement.” Voting Exclusion Statement A voting exclusion applies to this Resolution 11. The Company will disregard any votes cast in favour of the resolution by or on behalf of: a) Zerp Capital Pty Ltd (or its Nominee) and 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 ordinary securities in the entity); or b) any associates of those persons However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Other Business 12. Other Business To transact any other business which may be legally brought before this General Meeting, in accordance with the Company’s Constitution and the Corporations Act 2001 (Cth). Julie Edwards Company Secretary Dart Mining NL 2 April 2025 Dart Mining April 2025 EGM 8 30 April 2025 Explanatory Statement This Explanatory Statement is intended to provide shareholders of Dart Mining NL (Dart Mining or the Company) with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Extraordinary General Meeting of the Company. The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice please contact Dart Mining or seek advice from your professional advisors. Adoption of Employee Incentive Scheme Resolution 1: Ordinary Resolution to adopt Employee Incentive Scheme Plan The Company is proposing to adopt a new Employee Incentive Scheme, (Resolution 1) (the EIS). The Company intends to use the EIS to better align shareholder returns to employee remuneration as well as ensuring that the Company is able to attract and retain high calibre staff without incurring materially increased cash operational expenditure. The EIS allows the Company flexibility to issue Options which are securities that can be converted into Shares on the payment by the holder to the Company of the exercise price – providing additional working capital to the Company, as well as Performance Rights, and certain Share Awards. Should Shareholders approve Resolution 1 the Company will be able to issue Options, Performance Rights, and certain Share Awards under the EIS without reducing the Company’s share issuance capacity pursuant to ASX Listing Rule 7.1 or 7.1A under the provisions of ASX Listing Rule 7.2 Exception 13. The EIS is designed to provide incentives to employees and other eligible persons within the Company and recognise their contribution to the Company’s success. Under the current circumstances, the Directors consider that these Scheme is a cost-effective and efficient incentive for the Company as opposed to alternative forms of incentives such as increased cash-based remuneration. The Company notes, for the purpose of ASX Listing Rule 7.2 Exception 13, that: • • • • A summary of the terms of the EIS is provided at Annexure A. The last approval under Listing Rule 7.2 Exception 13 was at the Extraordinary General Meeting held on 8 July 2022. The Company received shareholder approval for the adoption of an Employee Option Plan. No securities have been issued under this scheme in reliance of Exception 13 in the period since. The maximum number of equity securities proposed to be issued under this new EIS pursuant to Listing Rule 7.2, exception 13(b), following the approval of this Resolution, is 359,416,674 securities (subject to adjustment in the event of a reorganisation of capital and further subject to applicable laws and the Listing Rules). The maximum number of Equity Securities is not intended to be a prediction of the actual number to be issued under the new EIS but is specified for the purpose of setting a ceiling in accordance with Listing Rule 7.2 exception 13(b). It is not envisaged that the maximum number of Equity Securities for which approval is obtained will be issued immediately. A voting exclusion statement is above. A summary of the terms of the Employee Incentive Scheme, the subject of Resolution 1, is provided at Annexure A. Dart Mining April 2025 EGM 9 30 April 2025 Amendment to Company Constitution Resolution 2: Amendment of the Constitution Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of its shareholders. Resolution 2 is a special resolution which will enable the Company to amend its existing Constitution to increase the number of Equity Securities that may be issued for monetary consideration under the Company’s employee incentive schemes. A marked-up copy of the Modified Constitution can be sent to Shareholders upon request by contacting the Company Secretary, Ms. Julie Edwards by email at jedwards@dartmining.com.au. A summary of the proposed change is set out below. For Resolution 2 to be passed as a special resolution, at least 75% of the votes cast by Shareholders entitled to vote must be in favour of the Resolution. If Resolution 2 is passed, the modifications in the marked-up copy of the Modified Constitution will be adopted. If Resolution 2 is not passed, the amendments will not apply going forward. Summary of Proposed Constitutional Change The Company’s existing Constitution was adopted by the Company following receipt of Shareholder approval on, 22 June 2006. The Company is proposing a modification to the Constitution to raise the 5% cap on securities issued for monetary consideration under the Company’s employee incentive schemes to 30% in accordance with Division 1A of Part 7.12 of the Corporations Act. Division 1A into Part 7.12 of the Corporations Act (ESS Regime) governing the operation of employee share schemes came into effect on 1 October 2022. For awards under an employee share scheme in relation to which no monetary consideration is payable, the ESS Regime provides that there is no limitation on the number of awards or underlying shares which may be offered. Therefore, offers of such non-monetary awards under the Incentive Plan relying on the ESS Regime are not subject to any issue cap. However, for awards under an employee share scheme in relation to which monetary consideration is payable, the prescribed issue cap percentage under the ESS Regime is 5% or such other figure as set out in the company’s constitution. Accordingly, the Company is proposing to increase the issue cap to 30% for the purposes of section 1100V(2)(a) of the Corporations Act so as to give the Company greater flexibility to incentivise employees, officeholders and contractors and increase retention in connection with the issue of awards under an employee incentive scheme relying on the ESS Regime. The Company has prepared the Modified Constitution which incorporates the changes by way of annexure, which: (a) notionally inserts the following definition into clause 2; and “ESS Interest has the meaning given to that term under section 1100M(1) of the Corporations Act.” (b) notionally inserts the following as clause 108: 108. Issue cap for offers under an employee incentive scheme For the purposes of part 7.12 division 1A of the Corporations Act, the Company may only make an offer of ESS Interests if, at the time the offer is made, the Company reasonably believes: a. the total number of Shares that are, or are covered by, the ESS Interests of the Company that may be issued under the offer; and Dart Mining April 2025 EGM 10 30 April 2025 b. the total number of shares that are, or are covered by, the ESS Interests that have been issued, or could have been issued, under offers made under an employee incentive scheme at any time during the 3 year period ending on the day the offer is made, does not exceed 30% (or, if a higher percentage is prescribed in section 1100V(2) of the Corporations Act, that higher percentage) of the number of shares actually on issue as at the start of the day the offer is made.” Issue of Securities to Board and Management Resolutions 3 to 5: Approval of Issue of 2025 Director Options In parallel with the proposed adoption of the new EIS (pursuant to Resolution 1), the Company proposes to issue to the Directors a total of 66,000,000 2025 Director Options (2025 Director Options). Material Terms of 2025 Director Options A summary of the material terms of 2025 Director Options are provided below. Full Class Name 2025 Director Options Exercise Price $0.01 Per Option Expiry Date 3 years from the date of issue Vesting Conditions • One quarter of all 2025 Director Options are to be issued as Vested Options; • One quarter of all 2025 Director Options vest on the date that is six (6) months following their issue; • One quarter of all 2025 Director Options vest on the date that is nine (9) months following their issue; and • One quarter of all 2025 Director Options vest on the date that is twelve (12) months following their issue; However,