Announcement PDF MANUKA RESOURCES LIMITED ACN 611 963 225 NOTICE OF GENERAL MEETING Date Thursday, 29 May 2025 Time 11.00am (AEST) Venue Level 4 Grafton Bond Building 201 Kent Street SYDNEY NSW 2000 The Notice of Meeting can be viewed and downloaded from the Company’s website at: https://www.manukaresources.com.au/site/agm NOTICE OF GENERAL MEETING Notice is hereby given that a general meeting of shareholders (Shareholders) of Manuka Resources Limited ACN 611 963 225 (Company) will be held at Level 4, Grafton Bond Building, 201 Kent Street, Sydney at 11.00am (AEST) on Thursday, 29 May 2025. (Meeting). AGENDA Resolution 1 RATIFICATION OF PRIOR ISSUE OF SHARES – COLLATERAL SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 31,000,000 Collateral Shares on 29 November 2024 to Admin Reg Holdings Pty Ltd, on the terms and subject to the conditions set out in the Explanatory Memorandum, are approved and ratified.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of Admin Reg Holdings Pty Ltd and/or by or on behalf of any person who is an Associate of Admin Reg Holdings Pty Ltd. However, this voting exclusion does not apply to a vote cast in favour of Resolution 1 by (a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with directions given to the proxy or attorney to vote on Resolution 1 in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 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 Resolution 1; and (ii) the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 2 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 CONVERTIBLE NOTE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 500,000 Tranche 1 Convertible Note on 29 November 2024 to GAM Company Pty Ltd on the terms and subject to the conditions set out in the Explanatory Memorandum, is approved and ratified.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of GAM Company Pty Ltd and/or by or on behalf of any person who is an Associate of GAM Company Pty Ltd. However, this voting exclusion does not apply to a vote cast in favour of Resolution 2 by (a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with directions given to the proxy or attorney to vote on Resolution 2 in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chair to vote on Resolution 2 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 Resolution 2; and (ii) the holder votes on Resolution 2 in accordance with directions given by the beneficiary to the holder to vote in that way. 1 Resolution 2A RATIFICATION OF PRIOR ISSUE OF TRANCHE 2 CONVERTIBLE NOTE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 500,000 Tranche 2 Convertible Note on 2 December 2024 to GAM Company Pty Ltd on the terms and subject to the conditions set out in the Explanatory Memorandum, is approved and ratified.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 2A by or on behalf of GAM Company Pty Ltd and/or by or on behalf of any person who is an Associate of GAM Company Pty Ltd. However, this voting exclusion does not apply to a vote cast in favour of Resolution 2A by (a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 2A, in accordance with directions given to the proxy or attorney to vote on Resolution 2A in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 2A, in accordance with a direction given to the Chair to vote on Resolution 2A 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 Resolution 2A; and (ii) the holder votes on Resolution 2A in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 3 RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 2,400,000 Convertible Note on 17 December 2024 to a professional and sophisticated client of Claymore Capital Pty Ltd, on the terms and subject to the conditions set out in the Explanatory Memorandum, is approved and ratified.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a professional and sophisticated client of Claymore Capital Pty Ltd and/or by or on behalf of any person who is an Associate of the sophisticated investor. However, this voting exclusion does not apply to a vote cast in favour of Resolution 3 by (a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with directions given to the proxy or attorney to vote on Resolution 3 in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 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 Resolution 3; and (ii) the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4 RATIFICATION OF PRIOR ISSUE OF DEBT FACILITY EXTENSION OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 22,000,000 Debt Facility Extension Options on 23 December 2024 to TA Private Security Agent Ltd, on the terms and subject to the conditions set out in the Explanatory Memorandum, are approved and ratified.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of TA Private Security Agent Ltd and/or by or on behalf of any person who is an Associate of TA Private Security Agent Ltd. 2 However, this voting exclusion does not apply to a vote cast in favour of Resolution 4 by (a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with directions given to the proxy or attorney to vote on Resolution 4 in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on Resolution 4 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 Resolution 4; and (ii) the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 5 APPROVAL TO ISSUE BALANCE of DEBT FACILITY EXTENSION OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 (and for all other purposes), Shareholders approve the proposed issue of up to 3,000,000 Debt Facility Extension Options to TA Private Security Agent Ltd under the Extension of TransAsia Debt Facility (as announced to the market on 23 December 2024) on the terms and subject to the conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of TA Private Security Agent Ltd and/or by or on behalf of any person who is an Associate of TA Private Security Agent Ltd. However, this voting exclusion does not apply to a vote cast in favour of Resolution 5 by (a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with directions given to the proxy or attorney to vote on Resolution 5 in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair to vote on Resolution 5 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 Resolution 5; and (ii) the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way. DATED: 24 APRIL 2025 By order of the Board Eryn Kestel Company Secretary 3 IMPORTANT NOTE Action To Be Taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on each of the Resolutions. Provision of Meeting materials In accordance with the modifications to the Corporations Act provided under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) and as permitted by the Company’s constitution, the Notice, this Explanatory Memorandum and the Proxy Form are being made available to Shareholders electronically. All Shareholders will be able to access the Notice of Meeting (including the Proxy Form) on the Company’s website at: www.manukaresources.com.au/site/meeting. The Company has also provided the Meeting materials on the Company’s ASX announcements page. Shareholders that have provided an email address and have elected to receive electronic communications from the Company, will receive an email with a link to an electronic copy of the Notice, the Explanatory Memorandum and the Proxy Form. Please contact the Company Secretary on 02 7253 2020 between 9am and 5pm (Sydney time) Monday to Friday if you are unable to access the relevant meeting materials online. If you wish to receive a paper copy of the meeting materials, please contact the Company Secretary on 02 7253 2020 or by email at admin@manukaresources.com.au. Voting procedure Shareholders will be able to vote on the Resolutions to be considered at the Meeting, either in person at the Meeting or by proxy (please see below). Registration will begin a half an hour before the start of the Meeting. Voting on the Resolutions Each of the Resolutions are ordinary resolution, requiring a simple majority of the votes cast by Shareholders entitlement to vote on them. If you attend the Meeting, you will be able to vote on each Resolution during the Meeting. Voting on each Resolution will be by poll rather than by a show of hands. The Chair will open the poll shortly after the Meeting commences and you will be able to vote at any time during the Meeting. If you have already lodged a direct vote and then vote again during the Meeting, your first direct vote will be disregarded so that your votes are not inadvertently double counted. Voting on the Resolutions is important, and the Board encourages all Shareholders to either attend and vote at the Meeting or nominate a proxy to attend and vote on your behalf. Shareholders can either lodge the proxy online or sign and return the Proxy Form to the Company or to Automic, in accordance with the instructions on the form, so that it is received by 11.00am (AEST) on Tuesday, 27 May 2025. Voting on the Resolutions at the Meeting is important, and the Board encourages all Shareholders to vote. Shareholder questions Shareholders will be able to ask questions relevant to the business of the Meeting at the Meeting. Shareholders who are unable to attend the Meeting or wish to submit questions prior to the Meeting may submit written questions by emailing admin@manukaresources.com.au. 4 Questions must be received by 11.00am (AEST) on Wednesday, 21 May 2025. Proxies All Shareholders are invited and encouraged to attend the Meeting. However, if a Shareholder is unable to attend the Meeting, they can appoint a ‘proxy’ to attend the Meeting and vote on their behalf. Shareholders can either lodge the proxy appointment online at https://investor.automic.com.au/#/loginsah or sign and return the Proxy Form to the Company or the Company’s share registry in accordance with the instructions on the form. Lodgement of a proxy appointment will not preclude a Shareholder from attending and voting at the Meeting. A Proxy Form is attached to the Notice. Please note that: (a) a proxy need not be a member of the Company. (b) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; and (c) a member 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. Where the proportion or number is not specified, each proxy may exercise half of the votes. Proxy Forms must be received by the Company no later than 11.00am (AEST) on Tuesday, 27 May 2025, being at least 48 hours before the Meeting. Electronic communication All Shareholders may, and are encouraged to, elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry. Regulation 7.11.37 of the Corporations Regulations permits the Company to specify a time, not more than 48 hours before the Meeting, at which a ‘snapshot’ of the Company’s share register will be taken for the purposes of determining Shareholder entitlements to attend and vote at the Meeting. The Board has determined that persons who are registered holders of Shares as at 7.00pm (AEST) on Tuesday, 27 May 2025 will be entitled to attend and, subject to the terms of the voting exclusion statement (if any) applicable to each Resolution, vote at the Meeting. 5 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting which will be held at 11.00am (AEST) on Thursday, 29 May 2025. This Explanatory Memorandum forms part of the Notice which should also be read carefully and in its entirety. This Explanatory Memorandum contains the terms and conditions on which each of the Resolutions will be voted upon. The Resolutions set out in this Notice should be read together with the Explanatory Memorandum. Capitalised terms, words and abbreviations used in this Notice (and in the Explanatory Memorandum) are defined in Schedule 1 of the Explanatory Memorandum. Resolution 1 RATIFICATION OF PRIOR ISSUE OF SHARES – COLLATERAL SHARES 1.1 Background Information On 29 November 2024, the Company announced it had secured funding via subscriptions for Convertible Notes (Notes Subscription) in the Company for up to $1 million to strengthen the Company’s balance sheet, support general business operations whilst refinancing of core debt facilities and develop the restart of gold production at Mt Boppy. GAM Company Pty Ltd (GAM) was the leader of this funding. On 29 November 2024, the Company issued 31,000,000 Shares (Collateral Shares) under its Listing Rule 7.1 placement capacity, to Admin Reg Holdings Pty Ltd, an entity associated with GAM at a deemed issue price of $0.06 per Share as collateral to secure the Company’s obligations under the Notes Subscription. Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 31,000,000 Collateral Shares. 1.2 ASX Listing Rule Information 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 securities the listed entity had on issue at the start of that 12-month period. The issue of the Collateral Shares does not fit within any of the exceptions to Listing Rule 7.2 and, as they have not been approved by Shareholders, this issue effectively uses up part of the Company’s 15% placement capacity in Listing Rule 7.1, thereby reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of issue of the Collateral Shares. Listing Rule 7.4 allows shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If shareholders approve the resolution, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the prior issue of the Collateral Shares. 1.3 Technical Information required by Listing Rule 14.1A If Resolution 1 is passed, the Collateral Shares will be excluded in calculating the 6 Company’s combined 25% placement capacity in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Collateral Shares. If Resolution 1 is not passed, the Collateral Shares will be included in calculating the Company’s combined 25% placement capacity in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Collateral Shares 1.4 Technical Information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1: Listing Rule 7.5.1 Required Information The Collateral Shares were issued to Admin Reg Pty Ltd. In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms Admin Reg Holdings Pty Ltd is not a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser of the Company or an associate of any of these parties but has been issued more than 1% of the Company’s current issued capital. 7.5.2 31,000,000 Collateral Shares were issued under the Company’s Listing Rule 7.1 placement capacity. They were issued on the same terms and conditions as the Company’s existing Shares. 1.5 7.5.3 The Collateral Shares were all fully paid ordinary shares in the capital of the Company. 7.5.4 The Collateral Shares were issued on 29 November 2024. 7.5.5 The Collateral Shares were issued for nil cash consideration. 7.5.6 The purpose of the issue of the Collateral Shares was to act as collateral to secure the Company’s obligations under the Notes Subscription as discussed and agreed between GAM Company Pty Ltd and the Company. 7.5.7 The Collateral Shares were not issued under a formal agreement. 7.5.8 A voting exclusion statement for Resolution 1 has been included in the Notice. Board recommendation The Directors recommend that Shareholders vote in favour of Resolution 1. The Chair intends to vote undirected proxies in favour of Resolution 1. 7 Resolutions 2 and 2A RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTES 2.1 Background Information As summarised in Section 1.1 above, the Company negotiated funding terms with GAM, whereby they agreed to provide the Company with up to a total of $1 million via subscriptions for Convertible Notes in the Company with a face value of $1.10 per Convertible Note. The Convertible Notes are convertible into fully paid ordinary shares in the capital of the Company and in accordance with the terms and conditions set out in Annexure A will convert at a price at a 70% premium to the 28 November 2024 closing price of 3.5 cents per Share. The raising was completed in two tranches, having regard to an extension of the TranAsia Private Capital Limited (TransAsia) debt facility. As at the date of this Notice 1,000,000 Convertible Notes have been issued to GAM under the Company’s Listing Rule 7.1 placement capacity. As at the date of this Notice, none of the T1 & T2 Notes have converted into Shares. Resolutions 2 and 2A seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of: • Resolution 2: 500,000 Tranche 1 Convertible Note issued on 29 November 2024. • Resolution 2A: 500,000 Tranche 2 Convertible Note issued on 24 December 2024. Collectively T1 & T2 Notes 2.2 ASX Listing Rule Information A summary of Listing Rules 7.1 and 7.4 is set out in section 1.2 above. The Convertible Notes are classified as equity securities as they are convertible into Shares. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the prior issue of the T1 & T2 Notes. By ratifying the issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. If the issue of the T1 & T2 Notes is approved by Shareholders under Listing Rule 7.4, when the underlying shares are issued upon conversion, the issue will fall within Listing Rule 7.2 exception 9 and will require no further approvals under Listing Rule 7.1, no matter when conversion occurs. 2.3 Technical Information required by ASX Listing Rule 14.1A If Resolutions 2 and 2A are passed, the T1 & T2 Notes will be excluded in calculating the Company’s combined 25% placement capacity in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the T1 & T2 Notes. The Company’s financial flexibility in the future will be increased. 8 If Resolutions 2 and 2A are not passed, the T1 & T2 Notes will be included in calculating the Company’s combined 25% placement capacity in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the T1 & T2 Notes. 2.4 Technical Information required by ASX Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 2 and 2A: (a) The T1 & T2 Notes were issued to GAM Company Pty Ltd as trustee for GAM 1 Trust (GAM 1 Trust) (b) In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that as at the date of this Notice, GAM 1 Trust is not considered to be a material investor as they are not a Related Party of the Company, a member of the Company’s key management personnel, a substantial holder, an adviser to the Company or an associate of any of the above and has not been issued more than 1% of the Company’s current issued capital. If there are no other equity issues other than those contemplated by the Resolutions contained in this Notice and the Convertible Notes are converted, GAM 1 Trust will be issued with a number of Shares equal to or greater than 1% of the Company’s issued capital at that time and the Company will disclose this fact and make the necessary disclosure requirements in accordance with the Listing Rules. (c) A total of 1,000,000 Convertible Notes were issued under the Company’s Listing Rule 7.1 placement capacity to GAM 1 Trust: • 500,000 T1 Notes were issued on 29 November 2024. • 500,000 T2 Notes were issued on 24 December 2024 following Company confirmation that an agreement with TransAsia to extend the repayment maturity date of its existing debt facility to 31 May 2025 had been reached. (d) The T1 & T2 Notes were issued with a face value of $1.10 at a subscription price of $1.00 per Convertible Note for a total consideration of $1,000,000 before costs. (e) The T1 & T2 Notes will mature on 14 May 2025. (f) Interest of 12% per annum is payable by the Company to GAM 1 Trust on an annual basis. (g) The T1 & T2 Notes were issued on the terms and conditions set out in Schedule 1. (h) The T1 & T2 Notes are convertible into 18,333,334 Shares1 at the Face Value of $1.10. Any Shares issued on conversion shall be issued on the same terms and conditions as the Company’s existing Shares and rank equally with the existing Shares in the Company. Conversion is at the election of GAM 1 Trust. ……………………………………………………………………………………….. 1 T1 Notes are convertible into 9,166,667 Shares and T2 Notes are convertible into 9,166,667 Shares. (500,000*$1.10/0.06) (i) The purpose of the issue of the T1 & T2 Notes was to raise up to $1,000,000 to strengthen the Company’s balance sheet, support general business 9 operations whilst refinancing of core debt facilities and develop the restart of gold production at Mt Boppy. (j) The T1 & T2 Notes were not issued under a formal agreement. (k) The T1 & T2 Notes will not be listed and have no voting rights. (l) Voting exclusion statements for Resolutions 2 and 2A have been included in the Notice. 2.5 Board Recommendation The Directors recommend that Shareholders vote in favour of Resolutions 2 and 2A. The Chair intends to vote undirected proxies in favour of Resolutions 2 and 2A. RESOLUTION 3 RATIFICATION OF PRIOR ISSUE OF A CONVERTIBLE NOTE 3.1 Background Information On 16 December 2024, the Company announced it had completed a $2.4 million capital raising via the issue of a Convertible Note in the Company with a face value of $1.10 per Convertible Note to strengthen the Company’s balance sheet, support general business operations whilst refinancing of core debt facilities and develop the restart of gold production at Mt Boppy. The Convertible Note is convertible into fully paid ordinary shares in the capital of the Company and in accordance with the terms and conditions set out in Annexure B will convert at a price at a 100% premium to the 16 December 2024 closing price of 3.0 cents per Share. The raising was completed in a single tranche to a sophisticated investor. As at the date of this Notice, the Convertible Note has not converted into Shares. Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.4 for the issue of the 2,400,000 Convertible Note. 3.2 ASX Listing Rule Information A summary of Listing Rules 7.1 and 7.4 is set out in section 1.2 above. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the prior issue of the Convertible Note. By ratifying the issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. If the issue of the Convertible Note is approved by Shareholders under Listing Rule 7.4, when the underlying shares are issued upon conversion, the issue will fall within Listing Rule 7.2 exception 9 and will require no further approvals under Listing Rule 7.1, no matter when conversion occurs. 3.3 Technical Information required by ASX Listing Rule 14.1A If Resolution 3 is passed, the 2,400,000 Convertible Note will be excluded in calculating the Company’s combined 25% placement capacity in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Note. 10 If Resolution 3 is not passed, the 2,400,000 Convertible Note will be included in calculatin