Announcement PDF General FLYNN GOLD LIMITED ABN 82 644 122 216 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Tuesday, 24 November 2026 Time of Meeting: 12:00 PM (AEDT) The meeting will be held virtually via a webinar conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company’s website https://flynngold.com.au/. 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. 2 FLYNN GOLD LIMITED ABN 82 644 122 216 Registered office: Suite 2 Level 11, 385 Bourke Street, Melbourne, VIC 3000 Notice is hereby given that the Annual General Meeting of Members of Flynn Gold Limited (“Flynn Gold” or the “Company”) will be held virtually at 12.00pm (AEDT) on Tuesday, 24 November 2026 (“Annual General Meeting”, “AGM” 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. Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions at the AGM. The virtual meeting can be attended using the following details: When: Tuesday, 24 November 2026 at 12.00pm (AEDT) Topic: Flynn Gold Limited Annual General Meeting Register in advance for the virtual meeting: https://vistra.zoom.us/webinar/register/WN_OTWUjI-NRZWj1qmF8xsMeg After registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company strongly recommends its shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. The Company will conduct a poll on each resolution presented at the meeting. The Company will accept questions during the meeting either by submitting a question through the Q&A box located on screen or by raising the hand function also located on screen at which point the Company will allow your question verbally. The Company is happy to accept and answer questions submitted prior to the meeting by email to mathew.watkins@vistra.com. The Company will address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). Any shareholders who wish to attend the AGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: FG1) and on its website at https://flynngold.com.au/. 3 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. Defined terms used in this Notice have the meanings given to them in the Glossary at the end of this Notice. ORDINARY BUSINESS Receipt and consideration of Accounts & Reports To receive and consider the Financial Report of the Company, together with the Directors’ Report (including the Remuneration Report) and Auditor’s Report as set out in the Company’s Annual Report for the year ended 30 June 2026. Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary 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”. Resolution 2: Re-election of Mr Samuel Garrett as Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of Clause 14.2 of the Constitution, and for all over purposes, Mr Samuel Garrett, who retires as a Director in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.” SPECIAL BUSINESS Resolution 3: Renewal of Proportional Takeover Provisions To consider and, if thought fit, pass the following resolution as a special resolution: “That, for the purposes of Sections 136(2) and 648G(4) of the Corporations Act 2001(Cth) and for all other purposes, Shareholders approve the renewal of the proportional takeover provisions contained in Clause 36 of the Company’s Constitution for a further period of three (3) years commencing from the date of the Meeting.” Resolution 4: Approval of 10% Placement Capacity To consider and, if thought fit, pass the following resolution as a special resolution: “That, under and 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 the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.” By the order of the Board Mathew Watkins Company Secretary 26 October 2026 4 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 7pm (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 a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative. b. Each shareholder has a right to appoint one or two proxies. c. A proxy need not be a shareholder of the Company. d. If a shareholder is a company, it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act. e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise. f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands. g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. h. To be effective, Proxy Forms must be received by the Company’s share registry BoardRoom Pty Limited no later than 48 hours before the commencement of the Annual General Meeting, i.e. no later than 12:00pm AEDT on Sunday, 22 November 2026. Any proxy received after that time will not be valid for the scheduled meeting. i. By post to BoardRoom Pty Limited, GPO Box 3993, Sydney NSW 2001, Australia ii. In person to BoardRoom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000, Australia. iii. By fax to +61 2 9290 9655 iv. Online by going to https://www.investorserve.com.au/ 4. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Annual General 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 Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative. 5. How the Chair will vote Undirected Proxies Subject to the restrictions set out in Note 6 below, the Chair of the Annual General Meeting will vote undirected proxies in favour of all the proposed resolutions. 6. Voting Exclusion Statement: Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either: (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or (b) the KMP voter is the Chair of the meeting and the appointment of the Chair as proxy: a. does not specify the way the proxy is to vote on the resolution; and b. 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 for the Company or the consolidated entity. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company. If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. 5 If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. Resolution 2 There are no Voting exclusions on this resolution. Resolution 3 There are no Voting exclusions on this resolution. Resolution 4 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 is not required by Listing Rule 7.3A.7. 7. Special Resolution Resolutions 3 and 4 are proposed as special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution. 8. Enquiries Shareholders are invited to contact the Company Secretary, Mathew Watkins on +61(3) 9692 7222 if they have any queries in respect of the matters set out in this Notice. 6 EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of Annual General Meeting (“Notice”) for the 2026 Annual General Meeting (“Meeting”) will be held virtually via a webinar conferencing facility at 12.00pm (AEDT) on Tuesday, 24 November 2026. The Notice incorporates, and should be read together, with this Statement. Receipt and consideration of Accounts & Reports Under the Corporations Act, the Directors of the Company must table the Financial Report, the Directors’ Report and the Auditor's Report for Flynn Gold Limited for the year ended 30 June 2026 at the Meeting. A copy of the Annual Report for the financial year ended 30 June 2026 (which incorporates the Company’s financial report, reports of the Directors (including the Remuneration Report) and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone on +61 3 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company’s website www.flynngold.com.au or via the Company’s announcement platform on ASX under the ASX Code “FG1”. Except as set out in Resolution 1, no resolution is required on these reports. Shareholders will have the opportunity to ask questions about or make comments on the 2026 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company’s 2026 Annual Financial Statements. Resolution 1: Adoption of Remuneration Report Background The Directors Report for the year ended 30 June 2026 contains a Remuneration Report which sets out in detail the Company’s policy for determining remuneration for Directors and other members of the Company’s Key Management Personnel. It includes information on the elements of remuneration that are performance based, the performance conditions that apply and the methodology used to assess the achievement of these performance conditions. The Company’s remuneration strategy is designed to provide a link between the achievement of the Company’s strategic objectives and executive awards. It is designed to reward, motivate and retain the Company’s executive team through market competitive remuneration and benefits, to support the continued success of the Company’s businesses and ultimately to create shareholder value. Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors’ Report in the Company’s 2026 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. 7 In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. Directors Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution. Voting Exclusions See Note 6 for voting exclusions on this resolution. Resolution 2: Re-election of Mr Samuel Garrett as a Director of the Company Background The Constitution of the Company requires that at every Annual General Meeting, one third of Directors (excluding the Managing Director) shall retire from office and provides that such Directors are eligible for re-election at the meeting. Mr Samuel Garrett was re-elected at the 2023 AGM and offers himself for re-election under section 14.2 of the Constitution. Sam has over 30 years of exploration management, project assessment and operations experience for both multi- national and junior mining and exploration companies, including roles with Phelps Dodge Corporation and Cyprus Gold. Sam has worked in eleven countries covering a broad range of geological environments. He is a specialist in copper and gold exploration with additional experience in iron ore, base metals and other specialist commodities. Highlights of Sam’s career include discovery credits for the Havieron prospect, now owned by Greatland Gold plc, the Tujuh Bukit gold-silver-copper mine in Indonesia currently operated by Merdeka Copper Gold, the Dinkidi gold deposit in the Philippines (Oxiana) and the Mt Elliot copper mine in Queensland (Cyprus Gold). He was also the owner and developer of a successful industrial minerals mine in Queensland, Australia. Sam’s technical studies were undertaken at the University of Tasmania where, following an undergraduate Bachelors Degree in Science (Geology), he went on to Honours (First Class) and a Masters of Economic Geology. In 2011, Sam was awarded a Masters of Applied Finance from Macquarie University. Sam is a Member of the Australian Institute of Company Directors (AICD), the Australian Institute of Geoscientists (AIG) and is a Fellow of the Society of Economic Geologists (SEG). Directors Recommendation The Board (with Mr Garrett abstaining) recommends that shareholders vote in favour of the re-election of Mr Garrett. The Chair of the meeting intends to vote undirected proxies in favour of this Resolution. 8 Voting Exclusions See Note 6 for voting exclusions on this resolution. Resolution 3: Approval for renewal of proportional Takeover provision Clause 36 of the Company’s Constitution contains provisions dealing with shareholder approval requirements if there can were to be any partial takeover bids for the Company’s securities (Proportional Takeover Approval Provisions). Shareholders can access the Constitution from the Company’s website at https://flynngold.com.au/corporate/corporate-governance-2/ A "Proportional Bid" means, as defined by section 9 of the Corporations Act, an off-market bid for a specified proportion of the Company’s securities held by each shareholder in a class for which a takeover bid has been made. It is not a bid for all securities held by all members of that class, only part of the securities each holds. Part 6.5 Subdivision 5C of the Corporations Act provides that these Proportional Takeover Approval Provisions cease to apply at the end of 3 years from their adoption (or last renewal), but that they may be renewed by special resolution of the members. The Board believes it is appropriate that the Proportional Bid Provisions of the Company’s Constitution Clause 36) be renewed. The Resolution to renew the Proportional Bid Provisions is proposed as a special resolution. Accordingly, to be passed at least 75% of the votes validly cast on the Resolution by shareholders eligible to vote on the Resolution by number of shares must be in favour of the Resolution. In seeking shareholder approval for the renewal of the Proportional Takeover Bid Provisions, the Corporations Act requires the below information to be provided to members. Effect of provisions proposed to be renewed Clause 36 c of the Constitution provides that the Company is prohibited from registering any transfer of shares giving effect to a contract of sale pursuant to a proportional takeover bid unless and until after the proposed transfer has been approved by the members at a general meeting of the Company (Approving Resolution). The person making the offer for the securities (Offeror) (and their associates) cannot vote on the Approving Resolution and the Approving Resolution requires the approval of more than 50% of members who are entitled to vote at that meeting. The Resolution Deadline is the 14th day before the last day of the bid period. Where, as at the end of the day before the resolution deadline, no Approving Resolution to approve the Proportional Bid has been voted on, an Approval Resolution to approve the Proportional Bid is deemed to have been passed. If an Approving Resolution is voted on and rejected: (a) despite section 652A of the Corporations Act: a. all offers under the proportional off-market bid that have not been accepted as at the end of the resolution deadline; and b. all offers under the proportional off-market bid that have been accepted and from whose acceptance binding contracts have not resulted as at the end of the resolution deadline, are deemed to be withdrawn at the end of the resolution deadline; (b) as soon as practicable after the Relevant Day, the bidder must return to each person who has accepted any 9 of the offers any documents that were sent by the person to the bidder with the acceptance of the offer; (c) the bidder: a. is entitled to rescind; and b. must rescind as soon as practicable after the resolution deadline, each binding takeover contract resulting from the acceptance of an offer made under the proportional off market bid; and (d) a person who has accepted an offer made under the proportional off-market bid is entitled to rescind the takeover contract (if any) resulting from the acceptance. Reason for the resolution Clause 36 of the Constitution is required to be renewed as more than 3 years have passed since the last renewal of the Constitution. Section 648(G)(1) of the Corporations Act provides that Proportional Bid Provisions such as provided in Clause 36 cease to apply at the end of 3 years from their adoption (or their last renewal). Section 648(G)(4) enables shareholders to approve a renewal of Proportional Takeover Approval Provisions. The Board believes that shareholders should continue to have the choice of considering whether to accept a bid for what might become control of the Company without the shareholders having the opportunity to dispose of all of their securities (rather than just some of their securities, as would be the case under a Proportional Bid). To preserve this choice, Clause 36 needs to be renewed. If Clause 36 is renewed and any Proportional Bid (if any) is subsequently approved by shareholders, each shareholder will still have the right to make a separate decision whether that shareholder wishes to accept the Proportional Bid for their own securities. Awareness of current acquisition proposals As at the date of this Explanatory Statement, none of the Directors are aware of any proposal for any person to acquire (or increase the extent of) a substantial interest in the Company from its current level. Advantages and disadvantages of the Proportional Takeover Approval Provisions since last renewed As there have been no takeover bids made for any of the shares in the Company since the last renewal of the Proportional Takeover Approval Provisions, there has been no application of Clause 36. It may be argued that the potential advantages and disadvantages described below have also applied for the period since adoption of Clause 36. Potential advantages and disadvantages of the proposed resolution for both directors and shareholders The renewal of the Proportional Takeover Approval Provisions will enable the Directors to formally ascertain the views of Shareholders in respect of a proportional takeover bid. Without such provisions, the Directors are dependent upon their perception of the interests and views of Shareholders. Other than this advantage, the Directors consider that the renewal of the Proportional Takeover Approval Provisions has no potential advantages or potential disadvantages for them as they remain free to make a recommendation on whether a proportional takeover offer should be approved. The potential advantages of the Proportional Takeover Approval Provisions for Shareholders of the Company are: • all Shareholders are given the opportunity to consider and vote upon a Proportional Bid; • Shareholders have the right to determine by majority vote whether a Proportional Bid should proceed; • the provisions may assist Shareholders to avoid being locked in as a minority; • increase in Shareholders’ bargaining power which may assist in ensuring that any Proportional Bid is adequately priced; • Shareholders, as a group, may more effectively advise, contribute to or guide the Directors’ response to a partial bid; 10 • the Proportional Bid Provisions may increase the likelihood that any takeover offer will be a full bid for the whole shareholding of each member, so that member will have the opportunity to dispose of all of their shares rather than only a portion; and • knowing the view of the majority of Shareholders assists each individual Shareholder in assessing the likely outcome of the Proportional Bid and whether to accept or reject an offer under the bid. The potential disadvantages of the Proportional Takeover Approval Provisions for Shareholders include: • the likelihood of a Proportional Bid being successful may be reduced and the provisions may discourage the making of Proportional Bids in respect of the Company; • the provisions may reduce the opportunities which Shareholders may have to sell all or some of their Shares at a premium to persons seeking control of the Company and may reduce any takeover speculation element in the Company’s share price; and • the provisions may be considered an additional restriction on the ability of individual Shareholders to deal freely in their Shares; • an individual member that wishes to accept the partial offer will be unable to sell to the offeror unless a majority of members vote in favour of the partial takeover bid; and • if a partial takeover bid is made, the Company will incur the costs of calling a shareholders meeting. Board Recommendation Balancing the above advantages and disadvantages, the Board is of the view that the advantages of renewing the Proportional Takeover Approval Provisions outweigh any disadvantages and unanimously recommend the renewal. Accordingly, shareholder approval is sought pursuant to this Resolution. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 3. Voting Exclusions See Note 6 for voting exclusions on this resolution. Resolution 4: Approval of 10% Placement Facility Background Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Annual General Meeting ("10% Placement Facility"). The 10% 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. The Company is an eligible entity. 11 Resolution 4 seeks Shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The effect of Resolution 4 will be to allow the Company to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without any further Shareholder approval, in addition to the Company’s 15% placement capacity under Listing Rule 7.1. If Shareholders approve Resolution 4, the number of Equity Securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below). If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1. Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at this Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). Description of Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an Annual General Meeting. This means it requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). (b) Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue three classes o