Announcement PDF ASX:DRE ABN 40 119 031 864 +61 (08) 9473 8345 info@dreres.com.au Unit 1, 4 Burgay Court Osborne Park WA 6017 www.dreadnoughtresources.com.au 1 19 October 2026 Notice of Meeting Dear Shareholder Notice is given that a meeting of shareholders will be held at: Time: 2.00 pm (WST) Date: 27 November 2026 Place: Unit 1, 4 Burgay Court, Osborne Park, Western Australia 6017 (Meeting). As permitted by the Corporations Act 2001 (Cth), the Company will not be despatching hard copies of the Notice of Meeting (Notice) unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically. For those shareholders who have provided an email address and elected to receive electronic communications from the Company, an email has been sent to the nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form/voting instruction form. For those shareholders who have not made such an election, you are strongly encouraged to do so as this will substantially reduce the associated administrative printing and mailing costs and enable you to receive Company updates promptly and securely. You can however also access the Meeting Materials online via: 1. The Company’s website: https://www.dreadnoughtresources.com.au/announcements 2. The ASX Announcement Platform website: https://www.asx.com.au/markets/company/dre Please contact the Company’s share registry, Automic, at hello@automic.com.au to obtain a hard copy if you are unable to access the Meeting Materials online. Please update your communication preferences to receive electronic communications from the Company in the future: 1. online via https://portal.automic.com.au/investor/home or scan this QR code using your smartphone. 2. or simply email us at info@dreres.com.au and include your Holder Name, the last four digits of your Holder Number and confirmation of your consent. Yours sincerely, Jessamyn Lyons Company Secretary Dreadnought Resources Limited ACN 119 031 864 Notice of Annual General Meeting Notice is given that the Annual General Meeting will be held at: Time: 2.00 pm (WST) Date: 27 November 2026 Place: Unit 1, 4 Burgay Court Osborne Park WA 6017 Important The business of the Meeting affects your shareholding and your vote is important. This Notice of Meeting 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 5:00pm (WST) on 25 November 2026. Business of the Meeting Agenda 1. Financial Statements and Reports To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2026, including the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report. 2. 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 Annual Report for the financial year ended 30 June 2026.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. 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. 3. Resolution 2: Re-election of Director - Mr Paul Chapman To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clause 15.2 of the Constitution, ASX Listing Rule 14.5 and for all other purposes, Mr Paul Chapman, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. Resolution 3: Approval to issue further Equity Incentives under the Employee Incentive Scheme - Equity Incentive Plan To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: 2 “That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)), and for all other purposes, approval is given for the Company to issue up to a maximum of 250,000,000 further Equity Incentives under the employee incentive scheme titled “Dreadnought Equity Incentive Plan”, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Equity Incentive Plan, or any associates of those persons. Voting Prohibition Statement: 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 the remuneration of a member of the Key Management Personnel. 5. Resolution 4: Approval to issue Performance Rights to Related Party - Dean Tuck To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to Dean Tuck (or his nominee/s) 19,000,000 Performance Rights under the Equity Incentive Plan on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Dean Tuck (or his nominee/s) and any other person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan, or any associates of those persons. Voting Prohibition Statement: 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 the remuneration of a member of the Key Management Personnel. 6. Resolution 5: Ratification of prior issue of Shares - Consideration Shares To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 82,682,358 Shares to an unrelated third-party vendor under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Kingfisher Mining Ltd (or its nominee/s) or any of its associates. 7. Resolution 6: Approval of 10% Issuance 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 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 ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 3 8. Resolution 7: Insertion of Proportional Takeover Provisions in the Constitution To consider and, if thought fit, to pass the following resolution as a special resolution: “That, 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 its existing Constitution by inserting clause 37 for a period of three years from the date of approval of this Resolution.” Dated: 12 October 2026 By order of the Board Jessamyn Lyons Company Secretary Voting Exclusion Statements Each Voting Exclusion Statement that applies to a Resolution, as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by: (a) a person as 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. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at jlyons@dreres.com.au at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made. 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: (a) each Shareholder has a right to appoint a proxy; (b) the proxy need not be a Shareholder; and (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 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 changes to the Corporations Act made in 2011 mean that: (a) if proxy holders vote, they must cast all directed proxies as directed; and (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9473 8345. 4 Explanatory Statement 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. Annual Report Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on the Company’s website at https://dreadnoughtresources.com.au/. There is no requirement for Shareholders to approve the Annual Report. However, the Chair will provide a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act. 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 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 The vote on this Resolution is advisory only and does not bind the Company or its Directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices. 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. 3. Resolution 2: Re-election of Director - Mr Paul Chapman 3.1 General The Constitution sets out the requirements for determining which Directors are to retire at an annual general meeting. ASX Listing Rule 14.5 states that an entity which has directors must hold an election of directors at each annual general meeting. Mr Chapman, having been a director of the Company since 9 April 2019, and last re-elected on 28 November 2024, will retire in accordance with the Constitution and ASX Listing Rule 14.5 and, being eligible, seeks re-election from Shareholders. 3.2 Qualifications and other material directorships Mr Paul Chapman (B.Comm., CA, Grad. Dip. Tax., MAIDC, MAusIMM) is the non-executive chairman of the Company. Mr Chapman is a company director with over 30 years in the resource sector. Mr Chapman has held senior management roles across a range of commodity businesses and public companies in Australia and the USA. Mr Chapman was a founding director and shareholder of Reliance Mining, Encounter Resources, Rex Minerals, Silver Lake Resources, Black Cat Syndicate and Dreadnought Resources. Paul is also Non-Executive Chairman of Meeka Metals (ASX:MEK) (since 2022), and Black Cat Syndicate (ASX:BC8) (since 2017). 5 3.3 Independence If re-elected, the Board considers that Mr Chapman will be a non-independent director due to his (and his associates) substantial shareholding in the Company. 3.4 Board recommendation The Board supports the election of Mr Chapman and recommends that Shareholders vote in favour of this Resolution because the Board considers that the experience, expertise and skills of Mr Chapman assist the Board in fulfilling its responsibilities. 3.5 Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Chapman will be re-elected to the Board as a non-independent non-executive Director. If this Resolution is not passed, Mr Chapman will not continue in their role as a non- independent non- executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 4. Resolution 3: Approval to issue further Equity Incentives under the Employee Incentive Scheme - Equity Incentive Plan 4.1 General At the Company’s annual general meeting held on 30 November 2022 (2022 AGM), the Company received approval to issue up to 150,000,000 Equity Incentives, pursuant to Listing Rule 7.2 (Exception 13 (b)) under the Equity Incentive Plan (Plan) within a period of three years from date of approval. Since this approval at the 2022 AGM, the Company has issued the following Equity Incentives under the Plan. Equity Incentive Pursuant to Listing Rule 7.2 Exception 13 (b) 10.14 7.1 Performance Rights 92,183,332 47,900,000 45,400,000 Options 2,000,000 19,460,940 Nil Total 94,183,332 67,360,940 45,400,000 The objective of the Plan continues to be to attract, motivate and retain key employees and it is considered by the Company that future issues of Equity Incentives under the Plan will provide selected directors, employees and consultants with the opportunity to participate in the future growth of the Company. This Resolution seeks Shareholder approval to issue further Equity Incentives under the Plan in reliance on ASX Listing Rule 7.2 Exception 13. The maximum number of Equity Incentives to be issued under the Plan (other than issues approved by Shareholders under ASX Listing Rule 10.14) following approval under this Resolution at any given time during the next 3-year period, unless otherwise approved by Shareholders, will be 250,000,000. Broadly speaking, and subject to several 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. Listing Rule 7.2 (Exception 13 (b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme, if within three years before the date of issue of the securities, the holders of the entities ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1. Listing Rule 7.2 (Exception 13 (b)) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13 (b)). Exception 13 (b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting. 4.2 ASX Listing Rules 7.1 and 7.2 Exception 13 A summary of ASX Listing Rule 7.1 is set out in Section 4.1. Certain issues of equity securities are exempt from the restrictions of ASX Listing Rule 7.1 and are effectively disregarded for the purposes of determining the number of equity securities that a listed company has issued within a 12-month period. ASX Listing Rule 7.2 Exception 13 creates an exception from Listing Rule 7.1 for the issue of equity securities pursuant to an employee incentive scheme for a period of 3 years after either: (a) the listing of the company, provided that the terms of the employee incentive scheme and the maximum number that may be issued under the scheme were set out in the company’s listing prospectus; or 6 (b) shareholders have approved the issue of securities under the employee incentive scheme being an exception from ASX Listing Rule 7.1, provided that the notice of meeting included a summary of the terms of the employee incentive scheme and certain required disclosures about the number of securities previously issued under the scheme and the maximum number that may be issued under the scheme. The exemption is only available for the issue of equity securities under the employee incentive scheme up to the maximum number stated in the prospectus or notice of meeting, as applicable. The exemption also ceases to be available if there is a material change to the terms of the employee incentive scheme after shareholder approval has been obtained. 4.3 Effect of the Resolution - Technical information required by Listing Rule 14.1A This Resolution seeks Shareholder approval for the issue of Equity Incentives under the Plan to be an exception from Listing Rule 7.1 for a period of 3 years. If Shareholders approve this Resolution, any issue of Equity Incentives under the Plan over the 3 years after the date of the Meeting (up to the maximum number calculated as set out in Section 4.5(e)) will not use up a portion of the Company’s placement capacity under Listing Rule 7.1 when that issue is made. This means that the Company will preserve its flexibility to issue equity securities without seeking Shareholder approval if and when it grants Equity Incentives under the Plan. It should be noted that if the Resolution is passed, the Company will only be able to issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval. Any proposed issue of Equity Incentives to a Director, or any of their associates, under the Plan will require prior Shareholder approval under ASX Listing Rule 10.14, such as Resolution 4. If Shareholders do not approve this Resolution, the Company may still decide in future to grant Equity Incentives to eligible employees and consultants who are unrelated parties of the Company under the Plan, but each such issue will not be exempt from Listing Rule 7.1 and will use up a portion of the Company’s placement capacity under Listing Rule 7.1 at the relevant time made (unless another exemption from Listing Rule 7.1 is applicable). The issue of Equity Incentives under the Plan in those circumstances would therefore reduce the Company’s ability to issue equity securities without seeking Shareholder approval. For the avoidance of doubt, the Company must seek Shareholder approval Under Listing Rule 10.14 in respect of any future securities under the Plan to a related party or a person whose relations with the Company or related part, is in the ASX’s opinion, such that approval should be obtained. 4.4 Directors’ recommendation The Directors recommend that Shareholders vote in favour of this Resolution. 4.5 Technical information required by Listing Rule 7.2 Exception 13 Pursuant to and in accordance with ASX Listing Rule 7.2 Exception 13, the following information is provided in relation to this Resolution: (a) A summary of the Plan is set out at Schedule 2; (b) The total number of Equity Incentives granted under Plan under ASX Listing Rule 7.2 Exception 13, since it was last approved by Shareholders on 30 November 2022, is as follows: Shareholder Approval Issued Performance Rights Options 30 November 2022 16 December 2022 23,750,000 - 30 November 2022 10 February 2023 3,633,332 - 30 November 2022 31 May 2023 3,000,000 2,000,000 30 November 2022 3 July 2023 1,500,000 - 30 November 2022 4 December 2023 13,900,000 - 30 November 2022 6 December 2024 46,400,000 - Total 92,183,332 2,000,000 (c) Equity Incentives issued to Related Parties under the Plan with Shareholder approval under Listing Rule 10.14 are as follows: Shareholder Approval Issued Performance Rights Options 30 November 2022 16 December 2022 6,800,000 853,098 23 November 2023 4 December 2023 3,600,000 - 28 November 2024 6 December 2024 20,000,000 3,771,176 28 November 2024 13 March 2025 - 3,561,666 7 28 November 2024 30 May 2025 - 4,713,971 28 November 2024 29 August 2025 - 4,721,029 28 November 2024 28 November 2025 - 1,840,000 28 November 2025 4 December 2025 17,500,000 - 47,900,000 19,460,940 (d) The issue of Performance Rights to other eligible participants pursuant to Listing Rule 7.1 are as follows: Issued Performance Rights Options 2 March 2023 600,000 - 8 December 2025 36,400,000 - 16 February 2026 8,400,000 - Total 45,400,000 Nil (e) The maximum number of Equity Incentives to be issued under the Plan (other than issues approved by Shareholders under ASX Listing Rule 10.14) following approval under this Resolution at any given time during the next 3-year period, unless otherwise approved by Shareholders, will be 250,000,000 (being approximately 4.37% of the number of the Company’s fully paid ordinary shares on issue at the date of this Notice – 5,725,200,000 Shares). 5. Resolution 4: Issue of Performance Rights to Related Party - Dean Tuck 5.1 General On 18 June 2026, the Board resolved to seek Shareholder approval for the issue of Performance Rights to a Director at the next meeting of Shareholders. At the time the Board resolved to issue these Performance Rights the prevailing share price of the Company was approximately $0.015. This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.14 for the issue of a total of 19,000,000 Performance Rights to Dean Tuck (or his nominee/s) (the Related Party) (Performance Rights) pursuant to the Equity Incentive Plan (a summary of which is outlined within Schedule 2). The Performance Rights proposed have vesting conditions reflecting operational and service performance targets. The Performance Rights will be divided into four classes with different vesting conditions as follows: Class Number Vesting Conditions R 5,700,000 Either of the following occurring by 31 December 2027: (a) the first sale of gold produced from ore mined from a project in which the Company holds an interest; or (b) completion of the sale of the Company's interest in a project. S 5,700,000 The volume weighted average price (VWAP) of the Company's shares over a period of 30 consecutive ASX trading days being at least $0.045 at any time on or before 31 December 2028. T 3,800,000 Completion of 12 months continued service from date of issue of Performance Right. U 3,800,000 Completion of 24 months continued service from date of issue of Performance Right. 5.2 Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The issue of the Performance Rights constitutes the giving of a financial benefit. The proposed grantee of the Performance Rights, Dean Tuck, is a related party of the Company by reason of being a Director. Section 211 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is remuneration as an officer or employee of the company and to give remuneration would be reasonable given the circumstances of the company giving the remuneration and the related party’s circumstances (including responsibilities involved in the office or employment). 8 The Directors (other than Dean Tuck who did not consider the issue given his material personal interest in the matter) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Rights because the agreement to issue the Performance Rights, reached as part of the remuneration package for Dean Tuck, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. 5.3 ASX Listing Rule 10.14 ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme: (a) a director; (b) an associate of a director; or (c) a person whose relationship with the company, or with a director or associate of a director, is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders. As the issue of the Performance Rights falls within Listing Rule 10.14.1, Shareholder approval pursuant to ASX Listing Rule 10.14 is required. The Company therefore seeks