Announcement PDF 1 Globe Metals & Mining Limited ABN 33 114 400 609 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS Date of Meeting Friday, 27 November 2026 Time of Meeting 2:00 pm (AWST) Place of Meeting Level 2 East, The Wentworth Building, 300 Murray Street, Perth WA 6000 A Proxy Form is enclosed or has otherwise been provided to you Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the Annual General Meeting please complete and return the Proxy Form in accordance with the specified directions. 2 GLOBE METALS & MINING LIMITED ABN 33 114 400 609 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Globe Metals & Mining Limited ABN 33 114 400 609 will be held at Level 2 East, The Wentworth Building, 300 Murray Street, Perth WA 6000 on Friday, 27 November 2026 at 2:00 pm (AWST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting. The Company will update Shareholders if changing circumstances will impact the planning or arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website at https://www.globemm.com/. AGENDA Financial Reports To receive and consider the financial report of the Company for the year ended 30 June 2026, together with the Directors’ Report and the Auditor's Report as set out in the Annual Report. 1 Resolution 1 – Non-binding Resolution to adopt Remuneration Report To consider and, if thought fit, to pass the following resolution as a non-binding resolution: "That the Remuneration Report for the year ended 30 June 2026 as set out in the 2026 Annual Report be adopted." Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution. Voting exclusion statement: The Company will disregard any votes cast on the Resolution, and a vote must not be cast (in any capacity), by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote, and it may be cast, if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless: (a) the appointment specifies the way the proxy is to vote on the Resolution; or (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act. 3 2 Resolution 2 – Re-election of Mr Michael Choi OAM as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, Mr Michael Choi OAM, who retires in accordance with clause 11.3 of the Constitution, and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director." 3 Resolution 3 – Re-election of Mr Michael Barrett as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, Mr Michael Barrett, who retires in accordance with clause 11.3 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director." 4 Resolution 4 – Approval of Additional 10% Placement Capacity To consider and, if thought fit, to pass the following resolution as a special resolution: "That, for the purpose of Listing Rule 7.1A and all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum." Voting exclusion statement: No voting exclusion statement is included for this Resolution because the Company is not proposing any issue of Equity Securities under Listing Rule 7.1A as at the date of this Notice. 5 Resolution 5 – Approval of Employee Awards Plan To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purpose of Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve the Employee Awards Plan, a summary of the rules of which are set out in Annexure A to the Explanatory Memorandum, and the issue of up to a maximum of 96,000,000 Awards under the Employee Awards Plan to Eligible Participants on the terms and conditions described 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) a person who is eligible to participate in the Employee Awards Plan; or (b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair of the Meeting as a 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; (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. Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless: (a) the appointment specifies the way the proxy is to vote on the Resolution; or 4 (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act. 6 Resolution 6 – Adoption of New Constitution To consider and, if thought fit, to pass the following resolution as a special resolution: "That, for the purposes of sections 136 and 648G of the Corporations Act and for all other purposes, the New Constitution in the form contained at Annexure C to the Explanatory Memorandum and signed by the Chair for identification purposes (including the proportional takeover approval provisions contained therein) be approved and adopted as the Constitution of the Company in substitution for the Existing Constitution of the Company with effect from the end of the Meeting." 5 OTHER BUSINESS To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act. Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum. By order of the Board Ms Kelly Moore Company Secretary Dated: 28 October 2026 How to vote Shareholders can vote by either:  attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or  appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by facsimile. Voting in person (or by attorney) Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below. Questions at the Meeting Please note, only Shareholders may ask questions once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to submit questions prior to the Meeting (please see below). A Shareholder who is entitled to vote at the Meeting may submit a written question to the Company in advance of the Meeting. We ask that all pre-Meeting questions be received by the Company no later than two business days before the date of the Meeting, being 2:00 pm (AWST) on Wednesday, 25 November 2026. Any questions should be directed to the Company Secretary. Voting by a Corporation A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. Voting by proxy  A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.  The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).  A proxy need not be a Shareholder.  The proxy can be either an individual or a body corporate.  If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolutions 1 and 5 in accordance with a direction on how the proxy is to vote or, if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.  Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.  If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.  Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.  To be effective, proxies must be received by 2:00 pm (AWST) on Wednesday, 25 November 2026. Proxies received after this time will be invalid.  Proxies may be lodged using any of the following methods: − by returning a completed Proxy Form in person or by post using the pre-addressed envelope provided with this Notice to Automic, Level 5, 126 Phillip Street, Sydney, New South Wales, 2000; − by post to Automic, GPO Box 5193, Sydney, New South Wales 2001; 7 − by email to meetings@automicgroup.com.au; − by faxing a completed Proxy Form to + 61 2 8583 3040; and − by recording the proxy appointment and voting instructions via the internet at https://investor.automic.com.au/#/loginsah or scanning the QR code on the Proxy Form using your smartphone. Only registered Shareholders may access this facility and will need their Holder Identification Number (HIN) or Securityholder Reference Number (SRN).  The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 2:00 pm (AWST) on Wednesday, 25 November 2026. If facsimile transmission is used, the Power of Attorney must be certified. Shareholders who are entitled to vote In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4:00 pm (AWST) on Wednesday, 25 November 2026. 8 GLOBE METALS & MINING LIMITED ABN 33 114 400 609 EXPLANATORY MEMORANDUM This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company. Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum. Financial Reports The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2026, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. No resolution is required to be moved in respect of this item. Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the accounts and on the management of the Company. The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative questions relevant to: the conduct of the audit; the preparation and content of the independent audit report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the Auditor in relation to the conduct of the audit. The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act. 1 Resolution 1 – Non-binding Resolution to adopt Remuneration Report 1.1 Background Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2026 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2026 Annual Report and is also available on the Company’s website (https://www.globemm.com/). The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If more than 50% of the eligible votes cast are in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who 9 were in office when the applicable Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors. The Company received a 'first strike' on its remuneration report for the financial year ended 30 June 2024 at its annual general meeting held on 28 November 2024. The remuneration report for the financial year ended 30 June 2025 also received a vote of at least 25% against its adoption at the Company’s last annual general meeting held on 27 November 2025, constituting a ‘second strike’. Accordingly, a Spill Resolution was put to Shareholders at that meeting; however, the Spill Resolution was not passed, and no Spill Meeting was required to be held. As a result, the 'two strikes' count has restarted. If at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report, this will constitute a 'first strike' only and will not result in the Company putting a Spill Resolution to Shareholders at this Meeting. The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any equity based compensation. The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. 1.2 Voting Note that a voting exclusion applies to this Resolution in the terms set out in the Notice. Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution. 2 Resolution 2 – Re-election of Mr Michael Choi OAM as a Director 2.1 Background Pursuant to clause 11.3 of the Constitution and Listing Rule 14.4, Mr Michael Choi OAM, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director. Clause 11.3 of the Constitution provides that, at each annual general meeting, one third of the Directors (excluding the Managing Director and any Director appointed to fill a casual vacancy) must retire from office. If the number of Directors is not a multiple of three, the number nearest to one third must retire. The Directors who must retire are those who have been in office the longest since their last election. Listing Rule 14.4 similarly provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. As one third of the Directors must retire, Mr Michael Choi OAM, who was last re-elected as a Director at the Company’s 2023 annual general meeting, therefore retires and submits himself for re-election. If Resolution 2 is passed, Mr Michael Choi OAM will be re-elected and will continue to act as a Director. If Resolution 2 is not passed, Mr Michael Choi OAM will not be re-elected and will cease to act as a Director. 10 2.2 Qualifications Mr Michael Choi OAM is a chartered professional engineer with more than 35 years' experience in business ownership and management, specialising in property development, project management and construction. He also has extensive experience in trade development, community engagement, cross- cultural communication, relationship management and negotiations with government agencies. Mr Michael Choi OAM was a Member of the Queensland Parliament for 11 years, from 2001 to 2012, and was the first Asian-Australian elected to the Queensland Parliament. During this time he served as Parliamentary Secretary, assisting on ministerial matters across portfolios including natural resources, mines and energy, trade and multicultural affairs. This included serving at different times as Assistant Minister for Mines and Energy and Assistant Minister for Trade. Through these roles he gained experience relevant to the mining sector, including policy setting, governance, regulation, negotiations with authorities, project assessment, feasibility and capital expenditure. Mr Michael Choi OAM is also the founding Managing Director of a property development, project and development management and construction management company. He established the company in the 1990s, and it was at one stage recognised as one of the top 20 firms in its sector in Queensland, winning multiple industry awards. Mr Michael Choi OAM holds a Bachelor of Engineering (Civil) from the University of Queensland. He is a Registered Professional Engineer of Queensland, a Member of the Australian Institute of Project Management, a Member of the Australian Institute of Company Directors and Vice President of the Australia China Business Council (Queensland). He has received multiple awards over his career, including the Medal of the Order of Australia and the Lord Mayor's Business Award. In addition to his role as a Director, Mr Michael Choi OAM chairs the Environmental, Social and Governance Committee. 2.3 Other material directorships Mr Michael Choi OAM does not currently hold any other material directorship positions. 2.4 Independence Mr Michael Choi OAM was appointed to the Board on 17 December 2021. The Board considers that Mr Michael Choi OAM, if re-elected, will continue to be classified as an independent Director. 2.5 Board recommendation Based on Mr Michael Choi OAM's relevant experience and qualifications, in particular Mr Michael Choi OAM's experience in mining policy, regulation and negotiations with government authorities, the Board (other than Mr Michael Choi OAM) supports his re-election, as he will assist the Company in achieving its strategic objectives as it continues to progress the Kanyika Niobium Project towards permanent substantial mine development. The members of the Board, in the absence of Mr Michael Choi OAM, support the re-election of Mr Michael Choi OAM as a Director of the Company. The Chair intends to vote all available undirected proxies in favour of Resolution 2. 3 Resolution 3 – Re-election of Mr Michael Barrett as a Director 3.1 Background Pursuant to clause 11.3 of the Constitution, Mr Michael Barrett, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director. 11 Clause 11.3 of the Constitution provides that, at each annual general meeting, one third of the Directors (excluding the Managing Director and any Director appointed to fill a casual vacancy) must retire from office. If the number of Directors is not a multiple of three, the number nearest to one third must retire. The Directors who must retire are those who have been in office the longest since their last election. As one third of the Directors must retire, Mr Michael Barrett, who was last re-elected as a Director at the Company’s 2024 annual general meeting, therefore retires and submits himself for re-election. If Resolution 3 is passed, Mr Michael Barrett will be re-elected and will continue to act as a Director. If Resolution 3 is not passed, Mr Michael Barrett will not be re-elected and will cease to act as a Director. 3.2 Qualifications Mr Michael Barrett is a Chartered Accountant with more than 35 years' international experience in strategy, capital markets, investor relations and risk management, with an extensive background in the energy and resources industry. In his Executive career, he held senior mining sector roles in Australia, including as Chief Financial Officer of Rio Tinto's US energy business from 2004 to 2015. He led Rio Tinto's divestment and initial public offering of the business as Cloud Peak Energy Inc on the New York Stock Exchange in 2009 and continued as Chief Financial Officer of the listed company. Upon returning to Australia, he served as National Lead Partner for Deloitte's Risk Advisory Energy and Resources practice, where he specialised in board advisory and risk management for many of Australia's largest mining, energy and resources companies. Subsequently, he has served as a Non-Executive Director on three ASX listed public companies and established his own consulting business supporting smaller businesses across the energy and resources industry. Recent assignments have included development of business plans, completing feasibility studies, multiple financing rounds and development of offtake agreements. Mr Michael Barrett holds a Bachelor of Science (Social Sciences) with Joint Honours in Accounting and Economics. He is a Fellow of the Institute of Chartered Accountants in England and Wales (FCA) and a Graduate of the Australian Institute of Company Directors (GAICD). In addition to his role as a Director, Mr Michael Barrett is also a member of the Company's Audit and Risk Committee and its Environmental, Social and Governance Committee. 3.3 Other material directorships Mr Michael Barrett does not currently hold any other material directorship positions. 3.4 Independence Mr Michael Barrett was appointed to the Board on 17 December 2021. The Board considers that Mr Michael Barrett, if re-elected, will continue to be classified as an independent Director. 3.5 Board recommendation Based on Mr Michael Barrett's relevant experience and qualifications, in particular Mr Michael Barrett's experience in capital markets, project financing and risk management in the resources sector, the Board (other than Mr Michael Barrett) supports his re-election, as he will assist the Company in achieving its strategic objectives as it continues to progress the Kanyika Niobium Project towards permanent substantial mine development. The members of the Board, in the absence of Mr Michael Barrett, support the re-election of Mr Michael Barrett as a Director of the Company. The Chair intends to vote all available undirected proxies in favour of Resolution 3. 12 4 Resolution 4 – Approval of Additional 10% Placement Capacity 4.1 Background 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. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% (Listing Rule 7.1A Mandate). An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes given it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $59.1 million as at the date of this Notice. This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. If Resolution 4 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 4 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 set out in Listing Rule 7.1. 4.2 The number of Equity Securities which may be issued pursuant to the Listing Rule 7.1A Mandate Based on the number of Shares on issue at the date of this Notice, the Company will have 961,013,203 Shares on issue and therefore, subject to Shareholder approval being obtained under this Resolution, 96,101,320 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Listing Rule 7.1A Mandate is a moving calculation and will be based on the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity