Announcement PDF Lac Gold Limited ABN 82 110 884 252 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS Date of Meeting Thursday, 19 November 2026 Time of Meeting 9:00 am (AWST) Place of Meeting Level 3, 1138 Hay Street, West Perth WA 6005 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. Page | 2 Lac Gold Limited ABN 82 110 884 252 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Lac Gold Limited ABN 82 110 884 252 will be held at Level 3, 1138 Hay Street, West Perth WA 6005 on Thursday, 19 November 2026 at 9:00 am (AWST) for the purpose of transacting the following business referred to in this Notice. 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://lacgold.com/. AGENDA 1 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. 2 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. Page | 3 3 Resolution 2 – Re-election of Mr Ian Hume as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, Mr Ian Hume, who retires in accordance with rule 6.1(e) of the Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director." 4 Resolution 3 – Re-election of Mr Matthew Keegan as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, Mr Matthew Keegan, who retires in accordance with rule 6.1(e) of the Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director." 5 Resolution 4 – Re-election of Ms Tara Robson as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, Ms Tara Robson, who retires in accordance with rule 6.1(e) of the Constitution and Listing Rule 14.4 and, being eligible, offers herself for re-election, be re-elected as a Director." 6 Resolution 5 – Re-election of Mr Jeremy Robinson as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, Mr Jeremy Robinson, who retires in accordance with rule 6.1(f)(i) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director." 7 Resolution 6 – 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." Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 6 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under its 10% Placement Capacity. Accordingly, the Company has not identified any particular persons or class of persons who would be excluded from voting on Resolution 6. Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); 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 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 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. Page | 4 8 Resolution 7 – Approval of Employee Equity 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) and for all other purposes, Shareholders approve the Employee Equity Incentive 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 10,745,319 Incentives under the Employee Equity Incentive Plan to Eligible Employees on the terms and conditions set out 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 Equity Incentive 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; (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; 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 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 (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. 9 Resolution 8 – Ratification of issue of 2025 Tranche B Performance Rights to Messrs Matthew Keegan and Andrew Stocks To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders ratify the issue of 1,000,000 2025 Tranche B Performance Rights, each having a nil exercise price and an expiry date of 22 January 2028, to each of Messrs Matthew Keegan and Andrew Stocks on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum).” Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) Messrs Matthew Keegan and Andrew Stocks (or their nominee) and any other person who who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or Page | 5 (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 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 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. 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. 10 Resolution 9 – Approval of potential benefits that may be given to Relevant Executives To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of sections 200B, 200C and 200E of the Corporations Act, and for all other purposes, the giving of potential benefits to persons who, from time to time, are Key Management Personnel of the Company or who, from time to time, hold a managerial or executive office (as defined in the Corporations Act) in the Company or a Related Body Corporate of the Company (Relevant Executives), for the period commencing from the date of the Meeting until the conclusion of the Company’s 2029 annual general meeting, be approved.” Voting exclusion statement: In accordance with section 200E(2A) of the Corporations Act, a vote on the Resolution must not be cast (in any capacity) by or on behalf of any member of the Key Management Personnel of the Company or an Associate of those persons. However, in accordance with section 200E(2B) of the Corporations Act, a vote may be cast by a person as a proxy appointed by writing that specifies the way the proxy is to vote on the Resolution, provided the vote is not cast on behalf of any member of the Key Management Personnel of the Company or an Associate of those persons 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. Page | 6 11 Resolution 10 – Increase to non-executive Director fee pool To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purpose of Listing Rule 10.17 and for all other purposes, the total maximum aggregate directors' fees payable to the non-executive Directors be increased from $350,000 per annum to $450,000 per annum." Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) a Director of the Company (or, in the case of a trust, a director of the responsible entity of the trust); 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 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; (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (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 (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. 12 Resolution 11 – Amendment to Constitution to adopt proportional takeover approval provisions To consider and, if thought fit, to pass the following resolution as a special resolution: "That, for the purpose of section 648G of the Corporations Act and for all other purposes, the Constitution of the Company be amended, with immediate effect, in the manner outlined in the Explanatory Memorandum to this Notice and set out in Annexure E to the Explanatory Memorandum, to include a requirement for Shareholder approval of any proportional takeover bids, as permitted under the Corporations Act.” 13 Resolution 12 – Appointment of BDO Audit Pty Ltd as Auditor To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of section 327B(1)(b) of the Corporations Act and for all other purposes, BDO Audit Pty Ltd, having been duly nominated by a Shareholder and having consented in writing to act as Auditor, be appointed as Auditor.” Page | 7 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 Tara Robson Company Secretary Dated: 5 October 2026 Page | 8 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 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. 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 7-10 (inclusive) 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 9:00am (AWST) on Tuesday, 17 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 by post to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia − by faxing a completed Proxy Form to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or − by lodging your vote online at www.investorvote.com.au using your secure access information (including your Holder Identification Number (HIN) or Securityholder Reference Number (SRN)) or by using your mobile device to scan the personalised QR code on your Proxy Form. For Intermediary Online subscribers (custodians), go to www.intermediaryonline.com. Page | 9  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 9:00am (AWST) on Tuesday, 17 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 4:00pm (AWST) on Tuesday, 17 November 2026. Page | 10 Lac Gold Limited ABN 82 110 884 252 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. 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. 1 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: (a) the conduct of the audit; (b) the preparation and content of the independent audit report; (c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) 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. 2 Resolution 1 – Non-binding Resolution to adopt Remuneration Report 2.1 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://lacgold.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 Shareholders vote 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 Page | 11 who 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 remuneration report for the financial year ended 30 June 2025 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 26 November 2025. Accordingly, if at least 25% of the votes cast on this Resolution are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders. 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. 2.2 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. 3 Resolution 2 – Re-election of Mr Ian Hume as a Director 3.1 Background Pursuant to rule 6.1(e) of the Constitution and Listing Rule 14.4, Mr Ian Hume, being a Director, retires from office and, being eligible, offers himself for re-election as a Director. Rule 6.1(d) of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy, or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to rule 6.1(e) of the Constitution, any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Listing Rule 14.4 similarly provides that a director of an entity appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. If the Resolution is passed, Mr Ian Hume will be re-elected and will continue to act as a Director. If the Resolution is not passed, Mr Ian Hume will not be re-elected and will cease to act as a Director. 3.2 Qualifications Mr Ian Hume has decades of experience in the resources industry, with expertise in investment fund management, equity financing