Announcement PDF TG Metals Limited ACN 644 621 830 Level 24, 44 St Georges Terrace, Perth WA 6000 T +61 8 6211 5099 E info@tgmetals.com.au W www.tgmetals.com.au 23 October 2025 Dear Shareholder Notice of Annual General Meeting and Proxy Form TG Metals Limited (Company) will be holding its annual general meeting of shareholders at 2.00pm (AWST) on Friday 28 November 2025 (Meeting) at St Martins Centre, Level 9, 40 St Georges Terrace, Perth, WA 6000. The Company will not be sending hard copies of the Notice of Meeting (Notice) to shareholders, unless the shareholder has made a valid election to receive such documents in hard copy. The Notice of Meeting can be viewed and downloaded from the website link: https://investors.tgmetals.com.au/announcements Shareholders who have nominated an email address and have elected to receive electronic communications from the Company, will also receive an email to their nominated email address with a link to an electronic copy of the Notice of Meeting. A copy of your personalised Proxy Form is enclosed for your convenience. Shareholders who wish to participate and vote at the Meeting are strongly encouraged to complete and submit their proxies as early as possible. Proxy forms can be lodged online at https://investor.automic.com.au/#/loginsah. Shareholders will be required to login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. Alternatively, please return the enclosed proxy form by: post to: Automic, GPO Box 5193, Sydney NSW 2001; delivery to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000; email to: meetings@automicgroup.com.au; or facsimile to: +61 2 8583 3040 Your proxy voting instruction must be received by 2.00pm (AWST) on Wednesday, 26 November 2025, being not later than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact the Company's share registry, Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Yours faithfully Nicki Farley Company Secretary i TG Metals Limited ACN 644 621 830 Notice of Annual General Meeting Notice is given that the annual general meeting of the Company (Meeting) will be held at: Time 2.00 pm (AWST) Date Friday, 28 November 2025 Place St Martins Centre Level 9, 40 St Georges Terrace Perth WA 6000 Important: This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser. 2 Letter to Shareholders 21 October 2025 Dear Shareholder Notice of Annual General Meeting On behalf of the Board, I am pleased to invite you to attend the Annual General Meeting (AGM or Meeting) of Shareholders of TG Metals Limited (ACN 644 621 830) (ASX:TG6) (the Company). The Meeting will be held at St Martins Centre, Level 9, 40 St Georges Terrace, Perth WA 6000, on 28 November 2025 at 2:00pm (Perth time). We recognise that the AGM is an important part of our corporate calendar for Shareholders as it allows us to update you on our business priorities and progress. As previously announced, on 10 October 2025, the Company received a notice of requisition of a shareholder meeting under section 249D of the Corporations Act (Requisition Notice) from Forrestania Resources Limited (ASX:FRS) (Requisitioning Shareholder) who holds approximately 10.3% of the Company's Shares. The Requisitioning Shareholder proposed resolutions to remove the Company’s Chair, Mr Richard Bevan and to appoint Mr David Geraghty, the Executive Chairman of the Requisitioning Shareholder, as a director (Proposed Director). The Company is concerned with ensuring that Company resources are not unnecessarily diverted in calling a further general meeting in response to the Requisition Notice very close to the previously contemplated timing for the AGM. Accordingly, the resolutions the subject of the Requisition Notice will be put to Shareholders at this Meeting. The Requisition Notice is unnecessarily disruptive to the Company at a critical time as it seeks to continue to build shareholder value through the rapid de-risking and advancement of its suite of assets. We strongly consider it is in the best interests of the Company and all Shareholders to vote AGAINST each resolution proposed by the Requisitioning Shareholder. In reaching this conclusion it is relevant for Shareholders to understand some background with respect to the Requisitioning Shareholder’s claims, including a chronology of recent interactions as set out below: • The Requisitioning Shareholder has referenced separate capital raisings undertaken by the Company in early August and late September 2025 as unnecessarily diluting Shareholders. Since securing the Van Uden Gold Project (Van Uden) in March 2025, and prior to the August capital raising, the Company significantly advanced Van Uden by completing the following key activities: o application of new geological and resource models to accommodate the current gold price environment; o investigation of the potential opportunity to commercialise remnant surface stockpiles including undertaking a stockpile drilling program; o gaining approvals to remove the stockpiles off-site to assist in their commercialisation; o validation of recent drilling undertaken by the previous operator for inclusion in an updated mineral resource estimate; o declaration of an updated 2012 JORC compliant mineral resource estimate for Van Uden; o soil sampling and analysis of historical drilling to identify priority drill targets; and o progression of approvals required to commence an initial resource drilling campaign. The culmination of the activities outlined above provided the Board with the confidence to raise capital in early August, primarily for the purpose of undertaking its initial resource drilling campaign at Van Uden, initial exploration at the Gold City prospect and to progress plans to treat existing gold stockpiles. With on-going interpretation of historical data and the new soil assay results received in the lead up to the commencement of drilling in September 2025, the Company announced on the 9th 3 September 2025 that the strike of gold mineralisation at Van Uden had more than doubled to 6.5 kilometres, along with the identification of numerous new gold targets. Whilst this was exciting news for the Company, the Board recognised that it would result in additional drilling approvals. A program for works for up to 200 drillholes was applied for on 20 August 2025 and was very quickly approved on 12 September. Due to the speed of the approval, TG Metals was yet to secure a toll treatment agreement for the stockpiles processing and therefore required additional funds to execute this expanded drill program as quickly as possible. On 21 September, with a view to accelerating an expanded drill program, coupled with the opportunity to secure additional capital at a 70% premium to the previous raise, the Board decided to undertake a further capital raising (September Capital Raising). With a robust cash position and a second drilling rig added post completion of the September capital raising, the Board believes its funding strategy has been validated by the strong support shown by Shareholders driving the share price higher to a 10 day VWAP of $0.3371 / per share at the date of this Notice of AGM (10 Day VWAP). • The Requisitioning Shareholder referenced an offer made to the Company to subscribe for a placement. The Company received an email from Mr David Geraghty outlining the proposed price and quantum that the Requisitioning Shareholder was willing to invest into the Company to take their shareholding in the Company to between approximately 16 – 19% (Requisitioning Shareholder Capital Raising Proposal) however the decision was made to continue to proceed with the September Capital Raising for the following reasons: o the Requisitioning Shareholder Capital Raising Proposal was received a day after the Company had gone into a trading halt by which time placement allocations had been finalised by the lead manager and commitment letters sent to placees; o given the highly prospective nature of Van Uden and that resource drilling had only just commenced, the Company had a desire to maintain maximum optionality with respect to future potential corporate initiatives for the benefit of all shareholders. It was the view of the Board that having one party hold over 15% at this early stage may limit this optionality; and o a concern that a purpose of the Requisitioning Shareholder Capital Raising Proposal may be to increase its influence over the Company and ultimately move towards effective control without paying an appropriate control premium. • On 25 September, just four days after announcement of the September capital raising, the Company received a non-binding and indicative proposal (the Indicative Proposal) from Mr David Geraghty which proposed the acquisition of all TG Metals shares (the “Acquisition”) not already owned by the Requisitioning Shareholder, validating the Board’s earlier concerns that the Requisitioning Shareholder may ultimately be seeking effective control of the Company without paying an appropriate control premium. Whilst the Indicative Proposal was again only in email form with very limited detail, it proposed a share-based acquisition of the Company at an implied price of $0.318 per share (Indicative Proposal Offer Price) as a result of which all TG Metals Shareholders would become Shareholders in Forrestania Resources Limited. Upon receipt of the Indicative Proposal the Board engaged legal and financial advisers, carefully considered the Indicative Proposal and sought written clarification from the Requisitioning Shareholder on a range of factors typically included in proposals of this nature but not included in the Indicative Proposal. Upon receipt of these clarifications on 29 September 2025, and with input from its advisers, the Company’s Directors unanimously determined not to pursue the proposed Acquisition as they believed that it undervalued the Company. The Requisitioning Shareholder was informed of this decision in writing on 6 October 2025. Relevantly, the Indicative Proposal Offer Price is at a discount to the Company’s 10 Day VWAP. 4 • On 9 October 2025, three days after being informed that the Company had rejected the Indicative Proposal, the Requisitioning Shareholder delivered its Requisition Notice to the Company. As stated above, given the timing of the Requisition Notice relative to notification by the Company of rejection of the Indicative Proposal, the Board firmly believes this step is part of a broader strategy of an attempt to secure control of the Company without paying an appropriate control premium. In addition to the context provided above, the Company notes the following with respect to the Requisition Notice: • Despite the Requisitioning Shareholder expressing concerns about the management of the Company, the Requisition Notice only seeks to remove one director and appoint one director, which may have a limited impact on the management of the Company given that a majority of existing directors would remain on the Board; • the Requisitioning Shareholder has proposed a resolution to appoint Mr David Geraghty as a director of the Company. Mr David Geraghty is currently the Executive Chairman of the Requisitioning Shareholder. In light of Mr David Geraghty’s direct involvement in the Indicative Proposal, he would likely be excluded from many Board considerations given the actual or perceived conflicts between the activities of the Requisitioning Shareholder and the Company; • the existing Board and management work well together and have delivered value to Shareholders. The Board believes it can deliver significant additional value to TG Metals Shareholders by executing its stated strategy; and • the Board has considered a matrix of skills that it considers the Board should collectively hold across its membership. The Board is satisfied that the identified skills are well represented in the current Board. Accordingly, the Board considers that the Board composition has the requisite skill, independence, experience and knowledge to act as Directors and assist the Company in achieving its primary objectives for the benefit of all Shareholders. Considering the points outlined above, it is critical that the interests of all Shareholders are considered by the Board to continue to protect and enhance shareholder value. The Board firmly believes this is best delivered by maintaining the existing collaborative and effective leadership team currently in place who critically have the appropriate skillset to deliver upon promises and implement the Company’s strategy for the benefit of all Shareholders. On behalf of the Board, I encourage you to consider all meeting material carefully and participate in this decision by attending in person or lodging the proxy form attached to the notice of Meeting. The Directors (with Mr Bevan abstaining from Resolution 3) unanimously recommend that you vote AGAINST RESOLUTION 3 AND RESOLUTION 4. The Company looks forward to this issue being resolved so as to avoid wasting time and resources and maintain a focus on building value for Shareholders through the advancement of its projects. The Board TG Metals Limited 5 Notice of Annual General Meeting Notice is given that the annual general meeting of TG Metals Limited ACN 644 621 830 (Company) will be held at 2.00pm (AWST) on Friday, 28 November 2025 at St Martins Centre, Level 9, 40 St Georges Terrace, Perth WA 6000. Agenda Annual Report To table and consider the Annual Report of the Company for the financial year ended 30 June 2025, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report. 1 Resolution 1 – 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 set out in the Annual Report for the financial year ended 30 June 2025." Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition: In accordance with sections 250BD, 250R and 250V of the Corporations Act, 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, subject to the applicable exceptions described in this Notice. 2 Resolution 2 – Re-election of Director – Mr Richard Bevan 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 8.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Richard Bevan retires by rotation and, being eligible, is re-elected as a Director as described in the Explanatory Statement." 3 Resolution 3 – Removal of Richard Bevan as a Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: " That, pursuant to section 203D of the Corporations Act, Richard Bevan be removed as a director of the Company with immediate effect." Your Board is not proposing Resolution 3. The Company is required to put Resolution 3 to Shareholders due to the request made by the Requisitioning Shareholder. Your Board (with Mr Bevan abstaining) recommends Shareholders vote AGAINST this Resolution 3 and each Director will be voting all Shares that he or she holds or controls AGAINST this Resolution 3. 6 4 Resolution 4 – Appointment of David Geraghty as a Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: " That, pursuant to clause 8.4 of the Company's Constitution, David Geraghty be elected and appointed as a director of the Company with immediate effect." Your Board is not proposing Resolution 4. The Company is required to put Resolution 4 to Shareholders due to the request made by the Requisitioning Shareholder. Your Board recommends Shareholders vote AGAINST this Resolution 4 and each Director will be voting all Shares that he or she holds or controls AGAINST this Resolution 4. 5 Resolution 5 – Approval of the Additional 10% Placement Capacity To consider and, if thought fit, to pass, with or without amendment, 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 under the Additional 10% Placement Capacity as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution if, at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the Additional 10% Placement Capacity, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, an issue under the Additional 10% Placement Capacity (except a benefit solely by reason of being a holder of Shares) or any associate of those persons. 6 Resolution 6 – Approval to issue Securities under the Employee Securities Incentive Plan To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the issue of up to 15,352,273 Securities under the employee incentive scheme titled Employee Securities Incentive Plan as described 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 Employee Securities Incentive Plan, or any of their respective associates. Voting Prohibition: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if (a) the proxy is either a member of the Key Management Personnel; or a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution, subject to the applicable exceptions described in this Notice. 7 7 Resolution 7 – Approval to issue Performance Rights to Director – Mr Richard Bevan To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, subject to the passing of Resolutions 2 and 6 and Resolution 3 not being passed, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Mr Richard Bevan (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: Mr Richard Bevan or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Voting Prohibition: In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if (a) the proxy is either a member of the Key Management Personnel; or a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. 8 Resolution 8 – Approval to issue Performance Rights to Director – Mr Brett Smith To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, subject to the passing of Resolution 6, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Mr Brett Smith (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: Mr Brett Smith or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Voting Prohibition: In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 6 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if (a) the proxy is either a member of the Key Management Personnel; or a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. 8 9 Resolution 9 – Approval to issue Performance Rights to Director – Ms Gloria Zhang To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, subject to the passing of Resolution 6, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Ms Gloria Zhang (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: Ms Gloria Zhang or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Voting Prohibition: In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if (a) the proxy is either a member of the Key Management Personnel; or a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. 9 Voting exclusions and exceptions Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable). Resolution Exceptions 1,6,7,8,9 A person (voter) described in the voting prohibition may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in the voting exclusion and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the 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 the Resolution; and (ii) 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. 5,6,7,8,9 The voting exclusion 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 directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. Voting entitlements The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 4:00pm (AWST) on Wednesday, 26 November 2025. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Voting instructions (a) Votes at the Meeting may be given personally or by proxy, attorney or representative. (b) A proxy need not be a Shareholder of the Company. (c) The Proxy Form sent with this Notice should be used for the Meeting. (d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's 10 votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies. (e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney. (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy of it must be received by the Company in accordance with this Notice. (g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that corporation at the Meeting. Appointments of corporate representatives must be received by the Company in accordance with this Notice or handed in at the Meeting when registering as a corporate representative. (h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chair, who is required to vote proxies as directed on a poll. (i) A member of the Key Management Personnel (which includes each Director) will not be able to vote as proxy on Resolution 1 unless the Shareholder directs it how to vote or, in the case of the Chair, unless the Shareholder expressly authorises the Chair to do so. (j) If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chair) as its proxy, the Shareholder should ensure that it directs the member of the Key Management Personnel how to vote on Resolution 1. (k) If a Shareholder intends to appoint the Chair as its proxy for Resolution 1, the Shareholder can direct the Chair how to vote by marking one of the boxes for Resolution 1 (e.g. if the Shareholder wishes to vote 'for', 'against' or to 'abstain' from voting). If a Shareholder does not direct the Chair how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolution 1 even though it is connected to the remuneration of a member of the Key Management Personnel. (l) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company's share registry, Computershare: (i) by post to Automic Group, GPO Box 5193, Sydney NSW 2001; (ii) online by visiting https://investor.automic.com.au/#/loginsah; or (iii) by email to meetings@automicgroup.com.au, so that they are received no later than 48 hours before the commencement of the Meeting. (m) The Chair intends to exerci