Announcement PDF Dart Mining NL ACN 119 904 880 Notice of Annual General Meeting The Annual General Meeting of the Company will be held as follows: Time and date: 11.00am (AEDT) on Wednesday, 25 November 2026 Location: Online as a virtual meeting The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (03) 9642 0655. Shareholders are urged to vote by lodging the Proxy Form made available with the Notice Page 2 Dart Mining NL ACN 119 904 880 (Company) Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Shareholders of Dart Mining NL ACN 119 904 880 will be held virtually on Wednesday, 25 November 2026 at 11.00am (AEDT) (Meeting). 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. 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 as Shareholders on Monday, 23 November 2026 at 7.00pm (AEDT). Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Annual Report To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2026, which includes the Financial Report, the Directors’ Report and the Auditor’s Report. Note: there is no requirement for Shareholders to approve the Annual Report. 2 Resolutions Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: ‘That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.’ Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Director – Dean Turnbull To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, Dean Turnbull, who retires in accordance with Article 62(1) of the Constitution, Listing Rule 14.5 and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected as a Director, on the terms and conditions in the Explanatory Memorandum.’ Page 3 Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: ‘That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up 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 on the terms and conditions in the Explanatory Memorandum.’ Resolution 4 – Approval of change of Auditor To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, pursuant to and in accordance with section 327B of the Corporations Act and for all other purposes, and subject to the consent from ASIC to the current auditor resigning, RSM, having been nominated by a Shareholder and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company, with effect from the Effective Date, on the terms and conditions in the Explanatory Memorandum.’ Resolution 5 – Approval of issue of Director Options 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 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of the Director Options to the Directors (or their respective nominees) as follows: (a) up to 28,000,000 Director Options to James Chirnside; (b) up to 7,000,000 Director Options to Terrence Bates; (c) up to 7,000,000 Director Options to Richard Udovenya; and (d) up to 7,000,000 Director Options to Dean Turnbull, on the terms and conditions in the Explanatory Memorandum.’ 3 Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 3: if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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), or any of their respective associates; (b) Resolution 5(a): by or on behalf of James Chirnside (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of these Director Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; Page 4 (c) Resolution 5(b): by or on behalf of Terrence Bates (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of these Director Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (d) Resolution 5(c): by or on behalf of Richard Udovenya (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of these Director Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and (e) Resolution 5(d): by or on behalf of Dean Turnbull (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of these Director Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, 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, 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 Voting prohibitions Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) 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. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person 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 does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. Resolution 5(a) to (d) (inclusive): 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 a member; and Page 5 (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. 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. BY ORDER OF THE BOARD Julie Edwards Company Secretary Dart Mining NL Dated: 26 October 2026 Page 6 Dart Mining NL ACN 119 904 880 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held virtually on Wednesday, 25 November 2026 at 11.00am (AEDT). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Director – Dean Turnbull Section 6 Resolution 3 – Approval of 10% Placement Facility Section 7 Resolution 4 – Approval of change of Auditor Section 8 Resolution 5 – Approval of issue of Director Options Schedule 1 Definitions Schedule 2 Terms and conditions of Director Options Schedule 3 Nomination of Auditor A Proxy Form is made available at the end of the Explanatory Memorandum. Page 7 2. Action to be taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 No voting in person Please refer to the information below on how Shareholders can participate in the Meeting. As Shareholders will not be entitled to physically attend the Meeting, it will be deemed to be held at the registered office of the Company in accordance with section 249RA(1)(c) of the Corporations Act. 2.2 Attending the Meeting virtually If you wish to attend the Meeting, you must register online. You can then join the Meeting in one of two ways: (a) If your e-mail address has been provided to the Company for you to receive communications by e-mail: by clicking on this link: https://zoom.us/meeting/register/TEQQM78gTsSAhuZ5GzU1MA You will then be asked to register for the Meeting. (b) If your e-mail address has not been provided to the Company, to register for the Meeting: go to www.zoom.us then select ‘join a meeting’ and enter the following meeting ID: 954 9734 2058 You may register at any time up to 11.00am (AEDT) on Tuesday, 24 November 2026, being 24 hours before the appointed time of the Meeting. Further guidance on how to access the Meeting will be uploaded on the ASX and the Company’s website in the week prior to the Meeting, outlining how Shareholders will be able to participate in the Meeting via the internet. The Meeting will be virtually accessible to all Shareholders, and will allow Shareholders, as a whole, a reasonable opportunity to participate without being physically present at the Meeting. If you have any difficulty, please e-mail the Company Secretary: jedwards@dartmining.com.au. 2.3 Voting by a corporation A Shareholder that is a corporation may appoint an individual to act as its representative and vote at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should submit to the Company ahead of the Meeting, or bring to the Meeting evidence of their appointment, including any authority under which it is signed. 2.4 Voting by proxy A Proxy Form is made available with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a ‘proxy’) to vote in their place. All Shareholders are invited and encouraged to vote by completing and submitting the Proxy Form and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from virtually attending and voting at the Meeting. Page 8 Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes. The available Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (d) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); (e) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; (f) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (g) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company’s members; (b) the appointed proxy is not the chair of the meeting; (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 11.00am (AEDT) on Monday, 23 November 2026, being not later than 48 hours before the commencement of the Meeting. 2.5 Chair’s voting intentions If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1 and Resolution 5(a) to (d) (inclusive), even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel. The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances, the Chair of the Meeting may change his or her voting intention on any Resolution, in which case an ASX announcement will be made. Page 9 2.6 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at jedwards@dartmining.com.au by no later than five Business Days before the Meeting. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. 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 2026. 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 https://dartmining.com.au/announcements; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor or their representative questions about: (i) the conduct of the audit; (ii) the preparation and content of the Auditor's Report; (iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; (iv) the policies adopted by the Company in relation to the preparation of any sustainability reports the Company was required to prepare; and (v) the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, Shareholders may submit written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the content of the Auditor's Report; and (b) the conduct of the audit, no later than five business days before the Meeting to the Company Secretary at the Company's registered office. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. Page 10 4. Resolution 1 – Remuneration Report 4.1 General In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors’ Report for the year ended 30 June 2026 in the Annual 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. In accordance with section 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. If the 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. The Company’s Remuneration Report did not receive a Strike at the 2025 annual general meeting held on 26 November 2025. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2027 annual general meeting, this may result in the re-election of the Board. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report. 4.2 Additional information Resolution 1 is an ordinary resolution. Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution. 5. Resolution 2 – Re-election of Director – Dean Turnbull 5.1 General Article 62(1) of the Constitution and Listing Rule 14.5 both provide that there must be an election of Directors at each annual general meeting. Article 62(1) of the Constitution also provides that one-third of the Directors (excluding the Managing Director) must retire from office at each annual general meeting (or if that is not a multiple of three, then the number nearest to but not more than one-third). Article 62(2) of the Constitution provides that the Director to retire by rotation will be the Director who has been the longest in office since their last election or appointment. Pursuant to Article 62(5) of the Constitution, a retiring Director is eligible for re-election. Page 11 As at the date of the Notice, excluding the Managing Director, the Company has three Directors and accordingly, one Director must retire. Mr Dean Turnbull was last elected at the Company’s 2024 annual general meeting held on 29 October 2024 and therefore has held office the longest since last being elected. Accordingly, Mr Turnbull retires at this Meeting and, being eligible, seeks re-election pursuant to this Resolution 2. If Resolution 2 is approved, Mr Turnbull will be re-elected as a Director of the Company with effect from the conclusion of the Meeting. If Resolution 2 is not approved, Mr Turnbull will not be re-elected as a Director of the Company. 5.2 Dean Turnbull Mr Dean Turnbull has over 36 years of experience as an exploration and mine geologist specialising in 3D geological and structural modelling, working on detailed geological exploration models across many of Victoria’s major mining centres. Mr Turnbull is a geology graduate from the Bendigo College of Advanced Education and has a Postgraduate Honours degree in geology from the Key Centre for Ore Deposit and Exploration Studies (CODES) at the University of Tasmania. Mr Turnbull is also a member of Australian Institute of Geoscientists. Positions previously held by Mr Turnbull have spanned the spectrum from leading grass roots green fields exploration to multi-rig Resource/Reserve drill outs and resource estimations on large scale underground mining projects. Mr Turnbull was a founding Director of Dart from its listing on the ASX in May 2007 and was instrumental in the discovery and subsequent evaluation of the Mt. Unicorn Porphyry Mo–Cu–Ag project and in the broader definition of a new porphyry mineral province in North East Victoria. Mr Turnbull does not currently hold any other material directorships, other than as disclosed in this Notice. If re-elected, Mr Turnbull is considered by the Board (with Mr Turnbull abstaining) to be an independent Director. Mr Turnbull is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring independent judgment to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual Security holder or other party. Mr Turnbull has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director. 5.3 Board recommendation The Board (other than Mr Turnbull who has a personal interest in the outcome of this Resolution) supports the re-election of Mr Turnbull for the following reasons: (a) Mr Turnbull's skills and significant experience in the mining and minerals industry are important additions to the Board’s existing competencies; and (b) Mr Turnbull has an in-depth knowledge and understanding of the Company and its business and his continuing role as a member of the Board will benefit the Company. Page 12 5.4 Additional information Resolution 2 is an ordinary resolution. The Board (with Mr Turnbull abstaining) recommends Shareholders vote in favour of Resolution 2. 6. Resolution 3 – Approval of 10% Placement Facility 6.1 General Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1. Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below). 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 additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1. 6.2 Listing Rule 7.1A (a) Is the Company an eligible entity? An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $4 million, based on the closing price of Shares on 7 October 2026. (b) What Equity Securities can be issued? Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity. As at the date of this Notice, the Company has on issue three quoted classes of Equity Securities, being Shares and two classes of quoted Options. (c) How many Equity Securities can be issued? Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula: (A x D) – E Where: A = is the number of Shares on issue at the commencement of the Relevant Period: Page 13 (A) plus the number of fully paid shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17; (B) plus the number of fully paid shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or (2) 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 Listing Rule 7.4; (C) plus the number of fully paid shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: (1) the agreement was entered into before the commencement of the Relevant Period; or (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4; (D) plus the number of partly paid shares that became fully paid shares in the Relevant Period; (E) plus the number of fully paid shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and (F) less the number of fully paid shares cancelled in the Relevant Period. Note that ‘A’ has the same meaning in Listing Rule 7.1 when calculating the Company’s 15% annual placement capacity. D = is 10%. E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4. (d) What is the interaction with Listing Rule 7.1? The Company’s ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1. (e) At what price can the Equity Securities be issued? Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same 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 Company and the recipient of the Equity Securities; or Page 14 (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued, (Minimum Issue Price). (f) When can Equity Securities be issued? Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of: (i) the date that is 12 months after the date of the Meeting; (ii) the time and date of the Company’s next annual general meeting; or (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (10% Placement Period). (g) What is the effect of Resolution 3? The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1. 6.3 Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility: (a) Final date for issue The Company will only issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) above). (b) Minimum issue price Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash c