Announcement PDF HEAVY RARE EARTHS LIMITED ABN 35 648 991 039 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Wednesday, 25 November 2026 Time of Meeting: 12:00PM (WST) Location: Suite 1, Level 6, 350 Collins Street Melbourne VIC 3000 This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay. HEAVY RARE EARTHS LIMITED ABN 35 648 991 039 Registered office: Level 21, 459 Collins Street, Melbourne Victoria 3000 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of shareholders of Heavy Rare Earths Limited (the “Company”) will be held at Suite 1, Level 6, 350 Collins Street, Melbourne VIC 3000 on Wednesday, 25 November 2026 at 12:00pm (WST) (“Annual General Meeting” or “Meeting”). Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form. As permitted by section 110D of the Corporations Act, the Company will not be sending hard copies of the Notice of Meeting to Shareholders. Instead, Shareholders can access a copy of the Notice at the following link: https://www2.asx.com.au/markets/trade-our-cash-market/announcements.hre. AGENDA The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety. Financial Statements and Reports - Period July 2025 – June 2026 To receive and consider the Annual Financial Statements, the Directors’ Report and the audit report of the Company for the financial year ended 30 June 2026. Note: there is no requirement for Shareholders to approve these reports. RESOLUTIONS Resolution 1: Adoption of Remuneration Report (non-binding Resolution) To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non- binding resolution: “That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' Report) for the financial year ended 30 June 2026 be adopted.” Voting Exclusion: A vote must not be cast on this Resolution by any member of the Key Management Personnel of the Company whose remuneration is included in the Remuneration Report, or a Closely Related Party of such member. However, such a person may cast a vote on this Resolution if: (a) the person is appointed as proxy by writing that specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or (b) the person is the Chair voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected with the remuneration of the Key Management Personnel of the Company. If you are a member of the Key Management Personnel of the Company or a Closely Related Party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act. 3 Resolution 2: Re-Election of Director – Mr Gabriel Chiappini To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That for the purposes of Article 59(1) of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Gabriel Chiappini, retires by rotation and, being eligible, be re-elected as a Director of the Company.” Resolution 3: Approval of 10% Placement Facility 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, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed for in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement which accompanied and formed part of this Notice of Meeting.” Note: If at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under rule 7.1A.2, the Company will disregard any votes cast in favour of Resolution 3 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 associate of those persons. 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 on the Resolution, in accordance with 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. As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement on this resolution is not required by Listing Rule 7.3A.7. Resolution 4: Adoption of Long-Term Incentive 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), Shareholders approve the adoption of the employee incentive scheme known as the “Heavy Rare Earths Limited Long-Term Incentive Plan”, a summary of which is set out in the Explanatory Statement, and the issue of the Equity Securities thereunder, on the terms and conditions set out in the Explanatory Statement, as an exception to Listing Rule 7.1.” 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 employee incentive scheme and any Associate of those persons. However, this does not apply to a vote cast in favour of this 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 acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 4 By order of the Board Justin Mouchacca Company Secretary Dated: 26 October 2026 5 Important Notes 1. Entire Notice: The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting. 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. 3. Proxies All voting will be conducted by poll. The Directors instruct all Shareholders who would like to appoint a proxy to lodge a proxy form prior to Monday, 23 November 2026 at 12:00pm (WST) (Proxy Cut-Off Time). Please refer to the accompanying proxy form for further details on how to appoint a proxy. Shareholders are strongly urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business, and the Chair must follow your instructions. Lodgement instructions (which include the ability to lodge proxies online) are set out in the Proxy Form attached to the Notice. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at the Meeting. 4. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. 5. How the Chair will vote undirected proxies Subject to the restrictions set out below, the Chair of the Meeting intends to vote all undirected proxies on, and in favour of, all of the proposed Resolutions. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on any of the Resolutions by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. 6. Enquiries Shareholders are invited to contact the Company Secretary, Mr Justin Mouchacca, on (03) 8630 3321 if they have any queries in respect of the matters set out in these documents. 6 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting to be held on Wednesday, 25 November 2026 at Suite 1, Level 6, 350 Collins Street, Melbourne VIC 3000 commencing at 12.00pm (WST). The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting. This Explanatory Statement should be read in conjunction with the Notice of Meeting preceding this Explanatory Statement. Capitalised terms in this Explanatory Statement are defined in the glossary to this document. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice of Meeting, please contact the Company Secretary, your accountant, solicitor, stockbroker or other professional advisor before voting. 1. FINANCIAL STATEMENTS AND REPORTS The Corporations Act requires the annual financial report, directors’ report and the auditor’s report (Annual Financial Statements) be received and considered at the Annual General Meeting. Section 317 of the Corporations Act requires the directors to lay before the Annual General Meeting the Annual Financial Statements for the last financial year ended 30 June 2026. The Company will not provide a hard copy of the Company’s Annual Financial Statements to Shareholders unless specifically requested to do so. The Company’s Annual Financial Statements are available on its website at www.hreltd.com.au. There is no requirement for Shareholders to approve these reports and no vote will be taken on the Annual Financial Statements. However, Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Annual Financial Statements and the management of the Company. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Auditor about: (a) the preparation and content of the Auditor’s Report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the Annual Financial Statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than 5 business days before the Meeting to the Company Secretary at info@hreltd.com.au. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION) 2.1 Background Pursuant to section 250R(2) of the Corporations Act, the Company submits to Shareholders for consideration and adoption, by way of a non-binding resolution, its remuneration report for the financial year ended 30 June 2026 (Remuneration Report). The Remuneration Report is a distinct section of the annual directors’ report (Directors’ Report) which deals with the remuneration of Directors, executives and senior managers of the Company. More particularly, the Remuneration Report can be found within the Directors’ Report in the Company’s 2026 Annual Report. The Annual Report is available on the Company's website at https://investors.hreltd.com.au/financial-reports. By way of summary, the Remuneration Report: 7 (a) explains the Company’s remuneration policy and the process for determining the remuneration of its Directors and executive officers; (b) addresses the relationship between the Company’s remuneration policy and the Company’s performance; and (c) sets out the remuneration details for each Director and executive officer named in the Remuneration Report for the financial year ended 30 June 2026. The remuneration levels for Directors, executives and senior managers are competitively set to attract and retain appropriate Directors and key management personnel. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report. 2.2 Regulatory Requirements The Corporations Act provides that Resolution 1 need only be an advisory vote of Shareholders and does not bind the Directors. However, the Corporations Act provides that if the Company’s Remuneration Report resolution receives a “no” vote of 25% or more of votes cast at the Annual General Meeting, the Company’s subsequent Remuneration Report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take into account the outcome of the vote when considering the remuneration policy, even if it receives less than a 25% “no” vote. In addition, sections 250U and 250V of the Corporations Act sets out a “two strikes” re-election process, pursuant to which: (a) if, at a subsequent annual general meeting (Later Annual General Meeting), at least 25% of the votes cast on a resolution that the remuneration report be adopted are against the adoption of that remuneration report; (b) at the immediately preceding annual general meeting (Earlier Annual General Meeting), at least 25% of the votes cast on a resolution that the remuneration report be adopted were against the adoption of that remuneration report; and (c) a resolution was not put to the vote at the Earlier Annual General Meeting under an earlier application of section 250V of the Corporations Act, then the Company must put to vote at the Later Annual General Meeting a resolution, requiring Shareholders to vote on whether the Company must hold another general meeting (Spill Meeting) to consider the appointment of all of the Directors at the time the Directors Report was approved by the Board who must stand for re-appointment (other than the Managing Director) (Spill Resolution). The Spill Resolution may be passed as an ordinary resolution. If the Spill Resolution is passed, the Spill Meeting must be held within 90 days after the Spill Resolution is passed. All of the Company’s Directors who were Directors at the time when the resolution to make the Directors’ Report was passed (excluding the Managing Director of the Company who may, in accordance with the Listing Rules, continue to hold office indefinitely without being re-elected to the office) cease to hold office immediately before the end of the Spill Meeting and may stand for re-election at the Spill Meeting. At the Company’s 2025 annual general meeting, less than 25% of the eligible votes cast in respect of the 2025 Remuneration Report were cast against the adoption of 2025 Remuneration Report. Accordingly, a Spill Resolution will not be put to the Meeting even if 25% or more of the votes cast in respect of the 2026 Remuneration Report are against the adoption of the 2026 Remuneration Report. 2.3 Board recommendation Given the material personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding Resolution 1. 8 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR GABRIEL CHIAPPINI 3.1 Background The Constitution of the Company requires that at the close of every Annual General Meeting a number of the Directors must retire from office (being one-third of the Directors other than the Managing Director) and any Director appointed by the Board in addition to the existing Directors or to fill a casual vacancy holds office until the conclusion of the next Annual General Meeting and may stand for election. A Director appointed as an additional Director or to fill a casual vacancy is not to be taken into account in determining the Director(s) who must retire by rotation. Mr Gabriel Chiappini was last elected by shareholders at the Annual General Meeting held on 27 November 2025. Mr Gabriel Chiappini now retires and, being eligible, submits himself for re-election as a Director of the Company under Resolution 2. Mr Chiappini was first appointed to the Board on 31 January 2025. Gabriel is a Chartered Accountant with over 20 years’ experience as a director, capital markets participant and a governance professional. He is a current member of the Australian Institute of Company Directors and Institute of Chartered Accountants (Australia). Gabriel’s professional foundation was laid with Ernst & Young (EY) Perth. Following EY, he moved onto various corporate roles in London and Perth as detailed below. For the last 20 years Mr Chiappini has been managing his own Consulting Firm offering Corporate Advisory, Governance Services, and Non-executive Director services to a variety of ASX and start-up companies. He has provided advice and services on equity raisings exceeding AUD$850m, debt financing in excess of AUD$350m and assisted his clients with both divestment and acquisition strategies. Recently he managed and assisted with the vending in of seven ASX IPO’s and RTO’s. Gabriel has had a diverse and successful career as an ASX/public company director inclusive of Chair, Non-executive Director and Finance/Chief Financial Officer roles, and Chair of Governance. He has a wide range of offshore corporate structuring experience in the USA, Europe and in the Middle East and is a current director of Black Dragon Gold Corporation and Invictus Energy Limited, as well as Head of Governance (Australia) for Adriatic Metals plc. Mr Chiappini does not hold any material directorships other than as disclosed in this Notice. If re-elected, the Board (with Mr Chiappini abstaining) considers Mr Chiappini to be classified as an independent Director. Mr Chiappini has acknowledged to the Company that he will have sufficient time to fulfill his responsibilities as a director. 3.2 Voting consequences If Shareholders do not vote in favour of Resolution 2, Mr Chiappini will not be elected as a Director and will retire at the conclusion of the Annual General Meeting. If Shareholders vote in favour of Resolution 2, Mr Chiappini will retire at the conclusion of the Annual General Meeting and will be immediately elected as a Director. 3.3 Board recommendation The Board (with Mr Chiappini abstaining from voting), recommends that Shareholders vote in favour of resolution 2 for the election of Mr Chiappini. Mr Chiappini has significant board and corporate experience which enhances the Board’s skills and will assist the Company in achieving its strategic objectives in the short and medium term. The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 2. 4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY 4.1 Background Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12-month period following the entity’s annual general meeting (Additional 10% Placement Facility). The Additional 10% 9 Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. 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, as at the time of the entity’s annual general meeting. The Company is an eligible entity as at the time of this Notice of Meeting and is expected to be an eligible entity as at the time of the annual general meeting. Resolution 3 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility. If Resolution 3 is passed the exact number of Equity Securities that the Company may issue under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 4.2(d) below). 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% Placement Facility to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the annual general meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). The Company is seeking a mandate to issue securities under the Additional 10% Placement Facility to enable the Company to pursue its growth strategy with the flexibility to act quickly as potential business opportunities arise. 4.2 Regulatory Requirements In compliance with the information requirements of Listing Rule 7.3A, Shareholders are advised of the following information: (a) Issue Period If Shareholders approve Resolution 3, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Facility under Listing Rule 7.1A from the date of the Meeting until the earlier of the following to occur: (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; and (iii) the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (Additional 10% Placement Period). The Company will only issue and allot Equity Securities during the Additional 10% Placement Period. (b) Minimum Issue Price Equity Securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, being Shares. The issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted average price for securities in the same class calculated over the 15 trading days on which trades in that class were conducted immediately before: (i) the date on which the Equity Securities are issued; or (ii) the date on which the price of Equity Securities is agreed, provided that the issue is thereafter completed within 10 trading days. 10 (c) Purpose of Issues The Company may seek to issue the Equity Securities to raise funds in connection with continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital. The Company will provide further information at the time of issue of any Equity Securities under the Additional 10% Placement Facility in compliance with its disclosure obligations under Listing Rules 3.10.3 and 7.1A.4. (d) Dilution As at the date of this Notice of Annual General Meeting, the Company has 280,466,839 Shares on issue. Accordingly, if Shareholders approve Resolution 3, the Company will have the capacity to issue approximately 28,046,683 Equity Securities under the Additional 10% Placement Facility in accordance with Listing Rule 7.1A. The precise number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the following formula: (A x D) – E A = the number of fully paid ordinary securities on issue at the commencement of the relevant period: (i) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17, (ii) plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: (A) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or (B) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4, (iii) plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: (A) the agreement was entered into before the commencement of the relevant period; or (B) the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 7.4, (iv) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or 7.4, (v) plus the number of partly paid ordinary securities that became fully paid in the relevant period, (vi) less the number of fully paid ordinary securities cancelled in the relevant period; D = 10% E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4; and “relevant period” is the 12 months immediately preceding the date of the issue or agreement. If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Facility, existing Shareholders' voting 11 power in the Company will be diluted as shown in the table below (in the case of listed Options, only if those listed Options are exercised). There is a risk that: (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date. The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice of Annual General Meeting. The table also shows: (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price. Variable "A" Number of Shares on Issue Dilution Issue Price (per Share) $0.0175 $0.035 $0.07 50% decrease in Issue Price Issue Price 100% increase in Issue Price 280,466,839 10% Voting Dilution 28,046,684 (Shares on issue at date of Annual General Meeting) Funds Raised $490,817 $981,634 $1,963,268 420,700,259 10% Voting Dilution 42,070,026 (50% increase in Shares on issue at date of Annual Gene