Announcement PDF Notice of Annual General Meeting and Explanatory Memorandum Greenvale Energy Limited ACN 000 743 555 Date of Meeting: Monday, 23 November 2026 Time of Meeting: 10.00am AWST Place of Meeting: Greenvale Energy Limited Ground Floor, 41 Colin Street, West Perth, 6005 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (AWST) 21 November 2026. Notice of Annual General Meeting Greenvale Energy Limited ACN 000 743 555 Notice is given that the General Meeting of Greenvale Energy Limited (Greenvale) will be held at: Location Ground Floor, 41 Colin Street, West Perth 6005 Date Monday, 23 November 2026 Time 10.00am AWST Ordinary Business 1. Financial Statements and Reports To consider and receive the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors Report, the Remuneration Report and the auditor’s report. No resolution is required to be passed on this item. 2. Resolution 1 - Adoption of 30 June 2026 Remuneration Report To consider and, if in favour, 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, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2026.” Please note that a vote on this Resolution is advisory only and does not bind the Directors or the Company. 3. Resolution 2 - Re-election of Chairman - Mr Neil Biddle To consider and, if in favour, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, Neil Biddle, who retires in accordance with clause 14.2 of the Constitution, Listing Rule 14.4 and for all other purposes, retires and, being eligible and offering himself for re-election is re-elected on the terms and conditions in the Explanatory Memorandum.” 4. Resolution 3 - 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), Section 257B(1) of the Corporations Act 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 20,000,000 Incentives under the Employee Awards Plan to Eligible Participants on the terms and conditions described in the Explanatory Memorandum." Notice of 2026 Annual General Meeting 3 5. Resolution 4 – Re-approval to issue Consideration Shares To consider and, if in favour, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to, and in accordance with, Listing Rule 7.1 and for all other purposes, Shareholders re- approve the issue of up to 144,736,842 Consideration Shares to the Vendor (or its nominees) on the terms and conditions in the Explanatory Memorandum.” Special Business 6. Resolution 5 - Approval of additional 10% capacity to issue Shares under Listing Rule 7.1A 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 Company having the additional capacity to issue Shares up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.” 7. Resolution 6 – 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 of Meeting and set out in Annexure B to the Explanatory Memorandum, to include a requirement for Shareholder approval of any proportional takeover bids, as permitted under the Corporations Act.” Dated: 15 October 2026 By order of the Board Carla Healy Company Secretary Notice of 2026 Annual General Meeting 4 Notes (a) A Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy. (b) The proxy need not be a Shareholder of Greenvale. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. (c) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form. (d) To be effective, proxies must be received by 10:00am (AWST) on Saturday, 21 November 2026. Proxies received after this time will be invalid. (e) If the proxy form specifies the way the proxy is to vote on a particular resolution the proxy need not vote on a show of hands but if the proxy does so, it must vote as specified in the proxy form. (f) If the proxy has two or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands. (g) If the proxy is the chair of the meeting, the proxy must vote on a poll or must vote the way specified in the proxy form. (h) If the proxy is not the chair of the meeting the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as specified in the proxy form. (i) If the proxy form specifies the way the proxy is to vote on a particular resolution and the proxy is not the chair of the meeting and a poll is demanded and either: (i) the proxy is not recorded as attending; or (ii) the proxy does not vote, the Chair of the meeting is deemed the proxy for that resolution. (j) A corporation may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act in which case Greenvale will require written proof of the representative’s appointment which must be lodged with or presented to Greenvale before the meeting. (k) Greenvale has determined under regulation 7.11.37 Corporations Regulations 2001 (Cth) that for the purpose of voting at the Meeting or adjourned meeting, securities are taken to be held by those persons recorded in Greenvale’s register of Shareholders as at 5.00pm (AWST) on Saturday, 21 November 2026. (l) If you have any queries on how to cast your votes, please call the Company on +61(0)485 603 120 during business hours. Notice of 2026 Annual General Meeting 5 Voting Prohibition Statement Resolution 1 - Adoption of 30 June 2026 Remuneration Report The Company will disregard any votes cast on resolution 1: (a) by or on behalf of a member of the Key Management Personnel (KMP) named in the Remuneration Report for the year ended 30 June 2026, or a closely related party of that KMP, regardless of the capacity in which the vote is cast; and (b) as proxy of a member of the KMP at the date of the AGM, or a close related party of that KMP, unless the vote is cast as proxy for a person who is entitled to vote on Resolution 1: (i) in accordance with their directions on how to vote as set out in the proxy appointment (e.g. for, against, abstain); or (ii) by the Chairman of the AGM and the appointment of the Chairman as proxy expressly authorises the Chairman to exercise the proxy even if this resolution is connected directly or indirectly with the remuneration of a member of the KMP. Voting Exclusion Statement Resolution 3 - Approval of employee awards plan 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. Voting Prohibition Statement Under the Corporations Act, a person whose securities are proposed to be bought back (or that person's associates) and who is appointed as a proxy, must not vote on Resolution 3 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. Notice of 2026 Annual General Meeting 6 Resolution 4 - Re-approval to issue Consideration Shares For Resolution 4, by or on behalf of the Vendor (or its nominees), and any other person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue of the Consideration Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 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 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: a. 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 b. the holder votes on the Resolution in accordance with directors given by the beneficiary to the holder to vote in that way. Resolution 5 - Approval of additional 10% capacity to issue Shares under Listing Rule 7.1A 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. Voting Intentions of the Chair Shareholders should be aware that the Chair of the Meeting intends to vote all undirected proxies in favour of each item of business, subject to compliance with the Corporations Act. Notice of 2026 Annual General Meeting 7 Explanatory Memorandum Greenvale Energy Limited ACN 000 743 555 This Explanatory Memorandum accompanies the Notice of Annual General Meeting of Greenvale Energy Limited (Greenvale) to be held on Monday, 23 November 2026 at 10.00am (AWST) at Ground Floor, 41 Colin Street, West Perth 6005. The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the Resolutions proposed and ought to be read in conjunction with the Notice of Meeting. Ordinary Business 1. Financial Statements and Reports The Corporations Act requires that the report of the Directors, the Auditor’s report and the Financial Statements be laid before the Annual General Meeting. In addition, Greenvale’s Constitution provides for these reports to be received and considered at the meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor Greenvale’s Constitution requires a vote of Shareholders at the Annual General Meeting on the Financial Statements and Reports. Shareholders will be given reasonable opportunity at the meeting to raise questions and make comments on these reports. In addition to asking questions at the meeting, Shareholders may address written questions to the Chairman about the management of Greenvale or to Greenvale’s auditor, RSM Australia Partners, if the question is relevant to: • the content of the Auditor’s report; or • the conduct of its audit of the Financial Report to be considered at the meeting. Note: Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held. Written questions for RSM Australia Partners must be delivered by 5.00pm on 20 November 2026, addressed to the Company Secretary, Greenvale Energy, Ground Floor, 41 Colin Street, West Perth 6005 or via email to admin@greenvaleenergy.com.au. The Financial Statements, the Directors’ Report and the Auditor’s Report are contained in the Annual Report and available on the Company’s website www.greenvaleenergy.com.au. 2. Resolution 1 - Adoption of 30 June 2026 Remuneration Report 2.1 Background Shareholders are asked to adopt the Remuneration Report of the Company for the financial year ended 30 June 2026. This report is included in the Directors’ Report in the Company’s Annual Report and is available on the Company’s website https://greenvaleenergy.com.au/. Notice of 2026 Annual General Meeting 8 The Remuneration Report: • explains the Board’s policies on the nature and level of remuneration paid to Directors and Senior Executives within the Greenvale group; • discusses the link between the Board’s policies and Greenvale’s performance; • sets out the remuneration details for each Director and for each member of Greenvale’s Senior Executive; and • makes clear that the basis for remunerating Non-Executive Directors is distinct from the basis for remunerating Executives. The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report. This Resolution is advisory only and not binding on the Company or the Directors. The Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues. However, the Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings (Two Strikes Rule). Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors’ Report will cease to hold office immediately before that further meeting but may stand for re-election. At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting. The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention. A voting exclusion applies to this Resolution, as set out earlier in this Notice of Meeting. 2.2 Directors’ Recommendation As this Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, abstains from making a recommendation regarding this resolution. 3. Resolution 2 - Re-election of Chairman - Mr Neil Biddle 3.1 Background The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Mr Neil Biddle, who has served as a Director since 7 September 2020 and was last re-elected on 20 November 2024, retires by rotation and seeks re-election. Notice of 2026 Annual General Meeting 9 Qualifications and other material directorships Mr Biddle is a geologist and Corporate Member of the Australian Institute of Mining and Metallurgy and has over 30 years’ professional and management experience in the exploration and mining industry. Mr Biddle was a founding Director of Pilbara Minerals Limited, serving as Executive Director from May 2013 to August 2016 and serving as Non-Executive Director from August 2016 to 26 July 2017. Through his career, Mr Biddle has served on the Board of several ASX listed companies, including Managing Director of TNG Ltd from 1998-2007, Border Gold NL from 1994-1998 and Consolidated Victorian Mines Ltd from 1991- 1994. Mr Biddle holds a Non-Executive Director’s position at Trek Metals Limited. Independence If re-elected, the Board does not consider Mr Biddle will be an independent Director. Resolution 2 is an ordinary resolution. 3.2 Directors’ Recommendation The Directors (with Mr Biddle abstaining) recommend you vote in favour of Resolution 2. 4. Resolution 3 - Approval of Employee Awards Plan 4.1 Purpose of the Plan The Directors considered that it was desirable to establish an incentive plan under which persons who are employees or directors of, or individuals who provide services to, a Group Company (Eligible Participants) may be offered the opportunity to subscribe for Shares, Options or Performance Rights in the Company (Incentives) in order to increase the range of potential incentives available to them and to strengthen links between the Company and Eligible Participants and accordingly adopted the Employee Awards Plan (Plan). The Plan is designed to provide Incentives to Eligible Participants and to recognise their contribution to the Company's success. The Directors consider that the proposed Incentives under the Plan are a cost- effective and efficient incentive for the Company, as opposed to alternative forms of incentives such as cash bonuses or increased remuneration. To enable the Company to secure Eligible Participants who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Plan is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain shareholdings in the Company. Under the Plan, the Board may offer Eligible Participants the opportunity to subscribe for such number of Incentives as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is set out in Annexure A to this Explanatory Memorandum and in the offer made to the Eligible Participants under the Plan. Incentives issued under the Plan will be offered to Eligible Participants on the basis of the Board’s view of the contribution of that Eligible Participant to the Company. The maximum number of Incentives proposed to be issued under the Plan for the purposes of Listing Rule 7.2 Exception 13(b) if Resolution 3 is passed is 20,000,000 Incentives. Once this number is reached, any further issue of Incentives (or agreement to issue Incentives) under the Plan will erode the Company’s Listing Rule 7.1 capacity (if any) or the Company will need to seek fresh approval from Shareholders if the subsequent issue of Incentives is to fall within Listing Rule 7.2 Exception 13. Notice of 2026 Annual General Meeting 10 4.2 Shareholder approval requirements Shareholder approval is sought under Listing Rule 7.2 Exception 13(b) and for all other purposes for the approval of the Plan and the issue of Incentives under the Plan. Shareholder approval is required if any issue of Incentives pursuant to the Plan is to fall within the exception to the calculation of the 25% limit imposed by Listing Rules 7.1 and 7.1A on the number of Equity Securities which may be issued without Shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 7.2 Exception 13(b) which provides that Listing Rules 7.1 and 7.1A do not apply to an issue of Equity Securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue. Listing Rule 7.2 Exception 13(b) will only be available if and to the extent that the number of Equity Securities issued under the Plan does not exceed the maximum number set out in this Notice (being a maximum of 20,000,000 Incentives), and will cease to be available if there is a material change to the terms of the Plan from those set out in Annexure A to this Explanatory Memorandum. Prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan. Section 257B(1) of the Corporations Act sets out the procedure for various forms of share buy-backs, including an “employee share buy-back”. In order for the Company to undertake a buy-back of Incentives under the Plan (for example, if Incentives held by an Eligible Participant become subject to compulsory divestiture in accordance with the Plan) using this simplified procedure, the Plan must be approved by Shareholders. 4.3 Information requirements under Listing Rule 7.2 Exception 13(b) In accordance with the requirements of Listing Rule 7.2 Exception 13(b), the following information is provided to Shareholders: (a) a summary of the terms of the Plan is contained in Annexure A to this Explanatory Memorandum; (b) this is the first approval sought under Listing Rule 7.2 Exception 13(b) with respect to the Plan and no securities have previously been issued under the Plan; (c) the maximum number of Incentives proposed to be issued under the Plan for the purposes of Exception 13(b) to Listing Rule 7.2 following approval of this Resolution is 20,000,000 Incentives; and (d) a voting exclusion statement has been included in the Notice for the purposes of this Resolution. 4.4 Consequences of passing the Resolution If Resolution 3 is passed, the Company will be able to issue Incentives under the Plan up to the maximum number set out in this Notice and those Incentives will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1 and Listing Rule 7.1A. While the Company has no specific plan to undertake an employee share buy-back in relation to any Incentives currently on issue, Resolution 3 provides the Company the authority to do so in an efficient manner if it is necessary to do so in the future. Therefore, if Resolution 3 is passed, any share buy-back undertaken in accordance with the terms of the Plan will constitute an “employee share buy-back" for the purposes of the Corporations Act, enabling the Company to undertake a buy-back of Incentives without the need for separate shareholder approval at the time of the buy-back, subject to any applicable limits Notice of 2026 Annual General Meeting 11 imposed by the Corporations Act. This would apply to any Incentives currently on issue and any Incentives issued after Resolution 3 is passed. If Resolution 3 is not passed, the Company will be able to proceed to issue Incentives under the Plan, however the issue of those Incentives will not fall within the exception to the calculation of the 25% limit imposed by Listing Rules 7.1 and 7.1A and therefore effectively decreases the number of Equity Securities which may be issued without Shareholder approval. 4.5 Board recommendation The Directors recommend that Shareholders vote in favour of Resolution 3. The Chair intends to vote all available undirected proxies in favour of Resolution 3. 5. Resolution 4 - Re-approval to issue Consideration Shares 5.1 Background On 15 June 2026, the Company announced that it had entered into a binding term sheet (Term Sheet) with Patronus Resources Limited (Patronus), and its wholly owned subsidiary, PNX Metals Limited (jointly, Patronus), to acquire the uranium exploration rights for the Pine Creek Uranium Project in the Northern Territory (Acquisition). On 24 August 2026, at a General Meeting (August General Meeting), Shareholders approved pursuant to Listing Rule 7.1 the issue of up to 144,736,842 Shares (Consideration Shares) to Patronus. As stated in the Notice of Meeting for the August General Meeting, the Consideration Shares were to be issued no later than 3 months after the date of the Meeting – by 24 November 2026. As at the date of this Notice of Meeting, certain conditions precedent of the acquisition term sheet have been satisfied, however, the Consideration Shares have not been issued following the mutual agreement between the parties to amend the timetable for completion of the remaining conditions. This resolution seeks the renewal of approval of Shareholders pursuant to Listing Rule 7.1 for the issue of up to 144,736,842 Shares (Consideration Shares) to Patronus, if required. 5.2 Summary of the material terms of the Term Sheet A summary of the material terms and conditions of the Term Sheet is as follows: a) Grant of rights: Patronus will, upon satisfaction of the conditions, grant the Company exclusive uranium exploration and development rights over the tenements (Pine Creek Uranium Project) for up to 20 years. b) Priority: the Company will have priority access for uranium exploration activities across the Thunderball Prospects until 31 December 2027. In all other cases, Patronus has priority in cases of conflicting exploration activities. c) Consideration: The Company will issue up to 144,736,842 Shares to Patronus at an issue price of $0.038, to an aggregate value of up to $5,500,000, as consideration for grant of the Uranium Rights. d) Future Capital Support: For 24 months from execution of the Term Sheet, the Company will give Patronus at least 48 hours' notice of proposed equity issues (Issue) and if Patronus gives the Company notice within the following 48 hours that Patronus wishes to participate in the Issue, the Company will use its best endeavours to offer a reasonable allocation of the new securities offered (Allocated Securities) under the Issue to Patronus, and if the Allocated Securities offer is Notice of 2026 Annual General Meeting 12 accepted by Patronus before close of the Issue, it will subscribe for the Allocated Securities in accordance with the terms of the Issue. e) Board Representation: Patronus will have the right, but not the obligation, to nominate one person for appointment as a Non-Executive Director of the Company, exercisable while Patronus' voting power in the Company is 10% or more. f) Conditions: Completion of the Term Sheet is subject to the satisfaction or waiver of various conditions, including: i. the Company obtaining Shareholder approval for the issue of Consideration Shares under Listing Rule 7.1 and any other approval required under the ASX Listing Rules; ii. Patronus obtaining any approvals required under its agreements with third parties related to the tenements, and Greenvale entering any agreements with these third parties as conditions of their approvals; iii. the Company and Patronus entering into a formal Uranium Rights Agreement incorporating the terms of the Term Sheet, or as amended by mutual agreement, before the Company's general meeting at which the abovementioned approvals are sought; and iv. the Company obtaining all the necessary statutory and regulatory authorisations, consents, permits and approvals. 5.3 Listing Rule 7.1 The Company has entered into the Term Sheet pursuant to which it proposes to issue the Consideration Shares (Issue) subject to obtaining approval of Shareholders under this Resolution 4. 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 shares it had on issue at the start of that period. The Issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company's Shareh