Notice of 2026 Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
MANUKA RESOURCES LIMITED
ACN 611 963 225
NOTICE OF 2026 ANNUAL GENERAL MEETING
Date
Thursday, 26 November 2026
Time
11.00am (Sydney time), 1.00pm (NZDT)
Venue
Level 4
Grafton Bond Building
201 Kent Street
SYDNEY NSW 2000
Shareholders are urged to attend or vote by lodging the proxy form made
available with this Notice.
The Notice of Meeting can be viewed and downloaded from the Company’s website
at: https://manukaresources.com.au/announcements
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NOTICE OF 2026 ANNUAL GENERAL MEETING
Notice is hereby given the 2026 Annual General Meeting (Meeting) of Shareholders of
Manuka Resources Limited ACN 611 963 225 (Company) will be held at Level 4, Grafton
Bond Building, 201 Kent Street, Sydney on Thursday, 26 November 2026 at 11.00am
(Sydney time) 1.00pm (NZDT).
The Explanatory Memorandum provides additional information on matters to be considered at
the Meeting. The Explanatory Memorandum and the Proxy Form are part of the Notice.
Terms and abbreviations used in the Notice are defined in Schedule 1.
AGENDA
2026 ANNUAL REPORT
To consider the 2026 Annual Report of the Company and its controlled entities for the financial
year ended 30 June 2026, which includes the Financial Report, the Directors’ Report and the
Auditor’s Report.
There is no requirement for Shareholders to approve the 2026 Annual Report.
RESOLUTIONS
Resolution 1
ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following as a non-
binding ordinary resolution:
THAT, the Remuneration Report forming part of the Company’s 2026 Annual Report, be
adopted by Shareholders, as set out in the Explanatory Memorandum.
Note: The outcome of this Resolution is advisory only and does not bind the Directors or the
Company.
Voting Prohibition
In accordance with sections 250BD and 250R of the Corporations Act 2001 (Cth), a vote on this Resolution must
not be cast (in any capacity) by or on behalf of (a) a member of the Company’s Key Management Personnel (KMP)
whose remuneration details are included in the Remuneration Report for the year ended 30 June 2026 or (b) a
Closely Related Party of a KMP.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on
Resolution 1 and: (a) the person is appointed as a proxy in writing that specifies how the proxy is to vote on
Resolution 1 or (b) the voter is the Chair of the Meeting and the appointment of the Chair as proxy does not specify
the way the proxy is to vote on Resolution 1 but expressly authorises the Chair to exercise the proxy even if
Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP.
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.
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Resolution 2
RE-ELECTION OF MR JOHN SETON AS A DIRECTOR
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 13.3 of the Constitution, ASX Listing Rule 14.4 and for all
other purposes Mr John Seton, being eligible and offering himself for re-election, is re-elected
as a director, effective from the conclusion of this Meeting.
Resolution 3
RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES TO A CLIENT OF
CLAYMORE CAPITAL PTY LTD
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 issue on 19
December 2025 of 6,140,921 Placement Shares at an issue price of $0.075 per Share to a
professional and sophisticated client of Claymore Capital Pty Ltd as set out in the Explanatory
Memorandum, is approved and ratified.
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of the professional and
sophisticated client of Claymore Capital Pty Ltd (or his nominee/s) and/or by or on behalf of any person who is an
Associate of the professional and sophisticated client of Claymore Capital Pty Ltd (or his nominee/s).
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 TRANCHE 1 WARRANTS TO NEBARI NATURAL
RESOURCES AIV II, LP
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 issue on 27
February 2026 of 36,423,612 Warrants exercisable at $0.2004 each on or before 27 February
2030 to Nebari Natural Resources AIV II, LP (or their nominee/s), as 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 Nebari Natural Resources
AIV II, LP and/or by or on behalf of any person who is an Associate of Nebari Natural Resources AIV II, LP (or their
nominee/s).
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.
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Resolution 5
RATIFICATION OF PRIOR ISSUE OF TRANCHE 2 WARRANTS TO NEBARI NATURAL
RESOURCES AIV II, LP
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 issue on 26 June
2026 of 8,232,731 Warrants exercisable at $0.1357 each on or before 26 June 2030 to Nebari
Natural Resources AIV II, LP (or their nominee/s), as set out in the Explanatory Memorandum,
is approved and ratified.
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Nebari Natural Resources
AIV II, LP and/or by or on behalf of any person who is an Associate of Nebari Natural Resources AIV II, LP (or their
nominee/s).
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.
Resolution 6
RATIFICATION OF PRIOR ISSUE OF SHARES TO UNIT TRUST HOLDERS
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 issue on 26
March 2026 of 8,240,524 fully paid Ordinary Shares at a deemed issue price of $0.1325 per
Share to Unit Trust Holders (or their nominee/s) in l satisfaction of the Subscription Fee
payable on repayment of the Unit Trust debt facility, as set out in the Explanatory
Memorandum, is approved and ratified.
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of the Unit Trust Holders (or
their nominee/s) and/or on behalf of any person who is an Associate of the Unit Trust Holders (or their nominee/s).
However, this voting exclusion does not apply to a vote cast in favour of Resolution 6 by (a) a person as a proxy
or attorney for a person who is entitled to vote on Resolution 6 in accordance with directions given to the proxy or
attorney to vote on Resolution 6 in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote
on Resolution 6, in accordance with a direction given to the Chair to vote on Resolution 6 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
6 and (ii) the holder votes on Resolution 6 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 7
RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1
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 issue on 14
September 2026 of 152,519,629 Placement Shares at an issue price of $0.07 per Share to
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the Placement Participants (or their nominee/s) as set out in the Explanatory Memorandum,
is approved and ratified.
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of the Placement Participants
(or their nominee/s), or any Associate of the Placement Participants (or their nominee/s).
However, this does not apply to a vote cast in favour of Resolution 7 by (a) a person as proxy or attorney for a
person who is entitled to vote on Resolution 7, in accordance with the directions given to the proxy or attorney to
vote on Resolution 7 in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled
to vote on Resolution 7, in accordance with a direction given to the Chair to vote on Resolution 7 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 7 and (ii) the holder votes on Resolution 7 in accordance with directions given by the beneficiary to the
holder to vote in that way.
Resolution 8
RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1A
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 issue on 14
September 2026 of 54,623,228 Placement Shares at an issue price of $0.07 per Share to the
Placement Participants (or their nominee/s) as set out in the Explanatory Memorandum, is
approved and ratified.
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of the Placement Participants
(or their nominee/s), or any Associate of the Placement Participants (or their nominee/s).
However, this does not apply to a vote cast in favour of Resolution 8 by (a) a person as proxy or attorney for a
person who is entitled to vote on Resolution 8, in accordance with the directions given to the proxy or attorney to
vote on Resolution 8 in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled
to vote on Resolution 8, in accordance with a direction given to the Chair to vote on Resolution 8 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 8 and (ii) the holder votes on Resolution 8 in accordance with directions given by the beneficiary to the
holder to vote in that way.
Resolution 9
APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
a special resolution:
That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital
of the Company at the time of issue, calculated in accordance with the formula prescribed in
ASX Listing Rule 7.1A.2, as set out in the Explanatory Memorandum.
Voting Exclusion Statement
There is no voting exclusion in relation to Resolution 9.
Resolution 10
APPOINTMENT OF IN.CORP AUDIT & ASSURANCE PTY LTD as AUDITOR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
an ordinary resolution:
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That, for the purposes of section 327B of the Corporations Act and for all other purposes,
approval is given for appointment of In.Corp Audit & Assurance Pty Ltd as Auditor with effect
from the conclusion of this Meeting subject to the current Auditor’s resignation having taken
effect.
Voting Exclusion Statement
There is no voting exclusion in relation to Resolution 10.
By order of the Board
Eryn Kestel
Company Secretary
Dated: 14 October 2026
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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
(Sydney time), 1.00pm (NZDT) on Thursday, 26 November 2026.
This Explanatory Memorandum forms part of the Notice which should be read in its entirety.
This Explanatory Memorandum contains the terms and conditions on which each of the
Resolutions will be voted upon.
Action To Be Taken by Shareholders
Shareholders should read the Notice and the Explanatory Memorandum carefully before
deciding how to vote on each of the Resolutions.
Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each
Shareholder has one vote for every fully paid ordinary Shares held in the Company.
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and
bote in person at the Meeting. The appointment must comply with the requirements of section
250DD of the Corporations Act. The representative should bring to the Meeting evidence of
his or her appointment, including any authority under which it is signed.
Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to
appoint a representative (a proxy) to vote in their place. All Shareholders are invited and
encouraged to attend the Meeting or, if they are unable to attend in person, sign and return
the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a
Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
(i) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(ii) a proxy need not be a Shareholder of the Company; and
(iii) a Shareholder 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, but
where the proportion or number is not specified, each proxy may exercise half of the
votes.
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify
the way the proxy is to vote on a particular resolution and, if it does:
(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e. as directed);
(ii) if the proxy has two or more appointments that specify different ways to vote on the
resolution – the proxy must only vote on a poll;
(iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e. as directed); and
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(iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(i) an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company's members;
(ii) the appointed proxy is not the chair of the meeting;
(iii) at the meeting, a poll is duly demanded on the resolution; and
(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote
on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been
appointed as the proxy for the purposes of voting on the resolution at the meeting.
Proxy Forms must be received by the Company no later than 11.00am (Sydney time), 1.00pm
(NZDT) on Tuesday, 24 November 2026, being at least 48 hours before the Meeting.
Chair's voting intentions
If the Chair is your proxy, either by appointment or by default, and you have not indicated your
voting intention, you expressly authorise the Chair to exercise the proxy in respect of
Resolution 1, even though this Resolution is connected directly or indirectly with the
remuneration of the Company's Key Management Personnel.
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
Eligibility to vote
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 7:00PM (Sydney time) and 9.00pm (NZDT) on Tuesday, 24
November 2026.
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 in advance of
the Meeting may submit written questions by emailing admin@manukaresources.com.au by
11.00am (Sydney time), 1.00pm (NZDT) on Thursday, 19 November 2026.
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2026 ANNUAL REPORT
In accordance with section 317 of the Corporations Act, Shareholders will be given the
opportunity to discuss the Annual Report, including the Financial Report, the Directors’
Report and the Auditor’s Report, for the financial year ended 30 June 2026.
There is no requirement for Shareholders to approve the 2026 Annual Report.
At the Meeting, Shareholders will be given a reasonable opportunity to:
(a) discuss the Annual Report which is available online from the Company’s website
www.manukaresources.com.au;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit, the preparation and
content of the Auditor’s Report, accounting policies adopted by the Company in
relation to the preparation of the financial statements and/or the independence
of the auditor in relation to the conduct of the audit.
Shareholders may also submit written questions to the Company’s Auditor prior to the Meeting
provided that any such questions relate to the content of the Auditor’s Report, or the conduct
of the audit performed in relation to the Annual Report.
All questions must be sent to the Company and not to the auditor. Please submit any such
questions by email to admin@manukaresources.com.au by no later than Thursday, 19
November 2026.
Resolution 1
ADOPTION OF REMUNERATION REPORT
In accordance with section 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors’ Report contains the
Remuneration Report which sets out the remuneration policy for the Company and the
remuneration arrangements in place for Key Management Personnel.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and
does not bind the Company or the Directors. If Resolution 1 is not passed, the Directors will
not be required to alter any of the Company’s remuneration arrangements, but the Board will
consider the discussion on this Resolution and the outcome of the vote when considering the
future remuneration arrangements of the Company.
Voting against the Remuneration Report may trigger a 2-strike spill resolution, if the
Remuneration Report receives an against vote of 25% or more at two consecutive AGMs.
When the resolution on the Remuneration Report receives an Against vote at two consecutive
annual general meetings, the Company will be required to put to Shareholders at the second
annual general meeting a resolution (Spill Resolution) on whether another meeting of
Shareholders should be held (within 90 days) at which all Directors (other than the managing
director) who were in office at the date of the applicable Directors’ Report must stand for re-
election.
At the Company’s 2025 Annual General Meeting, the Remuneration Report did not receive an
against vote of 25% or more. If both the 2026 and 2027 Remuneration Reports receive an
against vote of 25% or more, Shareholders may be required to vote on the re-election of the
Board at the 2027 Annual General Meeting.
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The Chair will allow a reasonable opportunity for Shareholders to ask questions, or make
comments on, the Remuneration Report.
Board Recommendation
Given the personal interests of all Directors in the outcome of Resolution 1, the Board declines
to make a recommendation to Shareholder regarding Resolution 1.
Additional Information
Resolution 1 is an ordinary resolution, requiring it to be passed by a simple majority of votes
cast by the Shareholders present and eligible to vote (in person, by proxy, by attorney or, in
the case of a corporate Shareholder, by a corporate representative).
Please refer to the voting exclusion statement set out on page 1 for the persons who are not
entitled to vote on Resolution 1.
Resolution 2
RE-ELECTION OF DIRECTOR
Pursuant to Clause 13.3(b) of the Constitution and ASX Listing Rule 14.4, no Director may
hold office for a period of more than three years, or beyond the third annual general meeting
following the Director’s election, whichever is the longer, without submitting himself or herself
for re-election.
Clause 13.3(e) of the Constitution provides that a retiring Director is eligible for re-election.
Resolution 2 seeks approval for the re-election of Mr John Seton who retires by rotation in
accordance with Clause 13.3 of the Constitution and, being eligible, offers himself for re-
election.
Mr John Seton
Non-Executive Director
Appointed Last elected
10 November 2022 24 November 2022
Qualifications
LLM (Hons)
Experience and Expertise
John Seton has more than 40 years’ experience in the public resources sector, including the
formation, financing, management and governance of listed exploration and mining
companies. His experience spans mineral exploration, mine development and operations,
capital markets, corporate transactions and strategic development across Australia, New
Zealand and international jurisdictions.
Mr Seton has held senior executive and board positions with several resources companies
and has direct mine development and operating experience, including the development and
operation of two gold mines in Vietnam.
He is a qualified lawyer with extensive corporate, commercial, regulatory and governance
experience, bringing to the Board a combination of mining industry, capital markets, legal and
governance expertise.
Details of Mr Seton’s remuneration together with the existing Securities interests in the
Company is disclosed in the 2026 Annual Report released on 30 September 2026.
He holds several public and private directorships in Australian and New Zealand Companies.
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If re-elected, the Board considers Mr Seton to be an independent Director.
Technical Information required by Listing Rule 14.1A
If Resolution 2 is approved by Shareholders, John Seton will be re-elected to the Board.
If Resolution 2 is not approved by Shareholders, John Seton will not continue in his role as a
director and the Board would fall to two directors, below the minimum of three required for a
public company under s201A. The Board would need to appoint an additional director
promptly, and the Company would need to seek nominations or otherwise identify suitably
qualified candidates to join the Company.
As an additional consequence, this may detract from the Board and Company’s ability to
execute on its strategic vision.
Board Recommendation
The Board (other than Mr Seton, who has an interest in Resolution 2) supports and
recommends the re-election of Mr Seton.
Mr Seton has extensive management and corporate experience and brings this knowledge to
this role as a director. He contributes an independent perspective to Board discussions and
deliberations and provides valuable business and commercial insight that complements the
skills and experience of the existing Board.
The Board has reviewed the performance of Mr Seton as the Director standing for re-election
and has endorsed his nomination as a candidate for re-election.
Additional Information
Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes
cast by the Shareholders present and eligible to vote (in person, by proxy, by attorney or, in
the case of a corporate Shareholder, by a corporate representative).
The Chairman intends to vote undirected proxies in favour of Resolution 2.
ASX Listing Rule Information for Resolutions 3 to 7
The 15% Limit (Listing Rule 7.1)
Listing Rule 7.1 limits the number of Equity Securities a listed company can issue without
shareholder approval over any 12-month period to 15% of its ordinary shares.
The issue of the Equity Securities, the subject of Resolutions 3 to 7 did not breach Listing Rule
7.1 at the time of issue. However, because the issues do not fall under any standard
exceptions in Listing Rule 7.2, the issues have effectively used up a portion of the Company’s
15% Placement Capacity. This reduces the Company’s ability to issue further Equity
Securities without prior shareholder approval for the next 12 months.
Refresh of Placement Capacity (listing Rule 7.4)
Listing Rule 7.4 allows shareholders to approve an issue of Equity Securities after it has
occurred. Once approved, the Equity Securities are treated as having been made with prior
shareholder approval. This effectively resets and refreshes the Company’s 15% placement
capacity under Listing Rule 7.1.
Why the Company is Seeking Approval/Ratification
The Company wishes to retain maximum commercial flexibility to issue additional Equity
Securities in the future without the delay and expense of calling a general meeting.
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Resolution 3
RATIFICATION OF PRIOR ISSUE OF SHARES TO A CLIENT OF CLAYMORE CAPITAL
PTY LTD
Background Information
In October 2025, the Company completed a capital raising via a private placement to
professional and sophisticated investors at an issue price of $0.075 per Shares (October 2025
Placement Price).
The Board determined the October 2025 Placement Price represented a fair and equitable
valuation benchmark for cash investments at that stage of the Company’s capital structure.
Claymore Capital Pty Ltd, who are advisors to the Company introduced a sophisticated
investor (Investor) who is a client of their corporate advisory division and an existing Company
Shareholder. The investor expressed a strategic interest in providing fresh cash funding to
support the Company’s ongoing working capital requirements.
The Board agreed to offer a placement of Shares to this Investor (Placement). To maintain
commercial continuity with the Company’s previous capital raising, the Board agreed the
Placement would be priced at the October 2025 Placement Price.
Offering the October 2025 Placement Price to the Investor represents a consistent and fair
market valuation for the cash inflows.
On 19 December 2025, the Company issued 6,140,921 fully paid Ordinary Shares
(Placement Shares) to the Investor at an issue price of $0.075 per Sha
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