Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX: OD6
OD6 Metals Ltd
ACN 654 839 602
Level 1, 1 Alvan Street, Subiaco WA 6008
PO Box 277, North Beach, WA 6920
PO Box 2009, Esperance, WA 6450
General Meeting Notice
Dear Shareholder,
OD6 Metals Limited (the Company) will be holding a general meeting of shareholders at 10:00 am (AWST) on
22 April 2026 (Meeting) at Level 1, 1 Alvan Street, Subiaco WA 6008.
In accordance with the section 110D of the Corporations Act 2001 (Cth), the Company will not be sending hard
copies of the Notice of Meeting to shareholders unless a shareholder has elected to receive notices of meeting
in hard copy only pursuant to section 110E, or who otherwise requests a hard copy. The Notice can be viewed
online and downloaded via:
• the Company’s website at https://www.od6metals.com.au/investors/asx-announcements/;
• the Company’s ASX platform at https://www.asx.com.au/markets/company/OD6; or
• if the shareholder has nominated an email address and has elected to receive electronic
communications from the Company, the link sent by the Company to the shareholder’s nominated
email address.
A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the
attached proxy form to the Company’s share registry, Computershare Investor Services Pty Limited by:
Post to: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 or by email to
info@od6metals.com.au. Proxy votes may also be lodged online using the following link:
www.investorvote.com.au.
Your proxy voting instruction must be received by 10:00 am (AWST) on 20 April 2026, being not less than 48
hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not
be valid for the Meeting.
The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of
action you should follow, you should consult your financial adviser, lawyer, accountant or other professional
adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s
share registry, Computershare Investor Services Pty Limited on 1300 850 505.
The Company will continue to closely monitor guidance from the Federal and State Government for any impact
on the proposed arrangements for the Meeting. If any changes are required, the Company will advise
Shareholders by way of announcement on ASX, and the details will also be made available on our website at
www.od6metals.com.au. The Company strongly encourages all shareholders to submit their directed proxy
votes in advance of the Meeting, as detailed above.
OD6 Metals Limited
ACN 654 839 602
Notice of General Meeting
Notice is given that a general meeting of the Company (Meeting) will be held at:
Time 10:00 am (AWST)
Date Wednesday, 22 April 2026
Place Level 1,
1 Alvan Street
Subiaco WA 6008
Important: This Notice is an important document that should be read in its entirety. If you are in any doubt
or have any questions about this document, you should promptly consult your stockbroker, accountant or
other professional adviser.
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Notice of General Meeting
Notice is given that a general meeting of OD6 Metals Limited ACN 654 839 602 (Company) will be held at
10:00 am (AWST) on Wednesday, 22 April 2026 at Level 1, 1 Alvan Street, Subiaco WA 6008.
Agenda
1 Resolutions 1(a) and (b) – Ratification of prior issue of Placement Shares under the Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolutions, each
as a separate ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 49,000,000 Placement Shares at $0.05 per Placement Share
under the Placement as follows:
(a) 28,759,274 Placement Shares under Listing Rule 7.1; and
(b) 20,240,726 Placement Shares under Listing Rule 7.1A,
as described in the Explanatory Statement."
Voting exclusion: The Company will disregard any votes cast in favour of Resolutions 1(a) and 1(b)
by or on behalf of any Tranche 1 Placement Participant (including the persons named as “material
investors” in Section 1.3(a) of the Explanatory Statement), or any of their respective associates).
2 Resolution 2 – Approval to issue Tranche 2 Placement Shares under the Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, pursuant to and in accordance Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of 15,500,000 Placement Shares at an issue price of $0.05
per Placement Share to the Tranche 2 Placement Participants, as described in the
Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf
of any Tranche 2 Placement Participant and any person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being
a Shareholder), or any of their respective associates.
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3 Resolution 3 – Approval to issue Placement Shares to Directors
To consider and, if thought fit, to pass, with or without amendment, the following resolution each
as a separate ordinary resolution:
"That, pursuant to and in accordance Listing Rule 10.11, section 195(4) of the Corporations
Act, and for all other purposes, Shareholders approve the issue of Placement Shares to
Directors (or their nominees) as follows:
(a) up to 600,000 Placement Shares to Mr Brett Hazelden (or his nominee)
(b) up to 700,000 Placement Shares to Mr Piers Lewis (or his nominee); and
(c) up to 1,000,000 Placement Shares to Dr Mitch Loan (or his nominee),
as described in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of: (a) Resolution 3(a) by or
on behalf of Mr Hazelden (and his nominees) and any person who is expected to participate in, or
who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by
reason of being a Shareholder), or any of their respective associates; (b) Resolution 3(b) by or on
behalf of Mr Lewis (and his nominees) and any person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of
being a Shareholder), or any of their respective associates; and (c) Resolution 3(c) by or on behalf of
Dr Loan (and his nominees) and any person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue (except a benefit solely by reason of being a
Shareholder), or any of their respective associates.
4 Resolution 4 – Ratification of prior issue of Shares to Sapphire Beginnings Capital Pty Ltd
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 500,000 Shares to Sapphire Beginnings Capital Pty Ltd (or its
nominees) in consideration for facilitation services provided to the Company as described in
the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of Sapphire Beginnings Pty Ltd (and/or its nominees), or any of their respective associates.
5 Resolution 5 – Approval to issue New Options to Sapphire Beginnings Capital Pty Ltd
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of 10,000,000 New Options to Sapphire Beginnings Capital
Pty Ltd (or its nominees) in consideration for facilitation services provided to the Company
as described in the Explanatory Statement."
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Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of Sapphire Beginnings Pty Ltd (and/or its nominees) and any person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed issue (except a
benefit solely by reason of being a Shareholder), or any of their respective associates.
6 Resolution 6 – Approval to issue Shares to S3 Consortium Pty Ltd
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of 8,250,000 Shares to S3 Consortium Pty Ltd (or its
nominees) as described in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of S3 Consortium Pty Ltd (and/or its nominees) and any person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed issue (except a
benefit solely by reason of being a Shareholder), or any of their respective associates.
7 Resolution 7 – Approval to issue New Options to Related Parties
To consider and, if thought fit, to pass, with or without amendment, the following resolutions, each
as a separate ordinary resolution:
"That for the purposes of Listing Rule 10.11, sections 195(4) and 208 of the Corporations Act
and for all other purposes, approval is given for the issue of New Options to Directors (or
their respective nominees) as follows:
(a) up to 3,000,000 New Options to Mr Brett Hazelden;
(b) up to 2,500,000 New Options to Mr Piers Lewis; and
(c) up to 2,000,000 New Options to Dr Mitch Loan,
as described in the Explanatory Statement."
Voting exclusion: The Company will disregard any votes cast in favour of: (a) Resolution 5(a) by or
on behalf of Mr Hazelden (and his nominees) and any person who is expected to participate in, or
who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by
reason of being a Shareholder), or any of their respective associates; (b) Resolution 5(b) by or on
behalf of Mr Lewis (and his nominees) and any person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of
being a Shareholder), or any of their respective associates; and (c) Resolution 5(c) by or on behalf of
Dr Loan (and his nominees) and any person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue (except a benefit solely by reason of being a
Shareholder), or any of their respective associates.
Voting prohibition: In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is
either a member of the Key Management Personnel or a Closely Related Party of such member;
and (b) the appointment does not specify the way the proxy is to vote on the Resolution.
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Further, in accordance with section 224 of the Corporations Act, a vote on these Resolutions must
not be cast (in any capacity) by or on behalf of a related party of the Company to whom the
Resolution would permit a financial benefit to be given, or an associate of such a related party.
However, the above prohibition does not apply if: (a) it is cast by a person as a proxy appointed by
writing that specifies how the proxy is to vote on the Resolution; and (b) it is not cast on behalf of a
related party of the Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting
prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is
entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the
proxy is to vote on the relevant Resolution.
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.
8 Resolution 8 – Approval of the issue of New Options to Geospy 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 Listing Rule 7.1 and for all other purposes, Shareholders approve
the issue of up to 1,000,000 New Options to Geospy Pty Ltd (or its nominees) as described in
the Explanatory Statement.”
Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of Geospy Pty Ltd (and/or its nominees) and any person who is expected to participate in, or
who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by
reason of being a Shareholder), or any of their respective associates.
9 Resolution 9 – Approval of the issue of New Options to LCP Corporate 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 Listing Rule 7.1 and for all other purposes, Shareholders approve
the issue of up to 1,000,000 New Options to LCP Corporate Pty Ltd (or its nominees) as
described in the Explanatory Statement.”
Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of LCP Corporate Pty Ltd (and/or its nominees) and any person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed issue (except a
benefit solely by reason of being a Shareholder), or any of their respective associates.
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10 Resolution 10 – Approval to amend terms of OD6AP 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 Listing Rule 6.23.4 and for all other purposes, Shareholders
approve the amendment to the terms and conditions of the OD6AP Options as described in
the Explanatory Statement”
Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on
behalf of the holders of OD6AP Options, or any of their respective associates.
Voting exclusions and exceptions
Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant
Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions
are subject to the exceptions stated in the table below (as applicable).
Resolution Exceptions
7(a) to 7(c) A person (voter) described in the voting prohibition may cast a vote on the Resolution as a
proxy if the vote is not cast on behalf of a person described in the voting exclusion and
either:
• the voter is appointed as a proxy by writing that specifies the way the proxy is to
vote on the Resolution; or
• the voter is the Chair and the appointment of the Chair as proxy:
− does not specify the way the proxy is to vote on the Resolution; and
− 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.
1(a) and
1(b), 2,
3(a), 3(b)
and 3(c), 4,
5, 6, 7(a) to
7(c), 8, 9
and 10
The voting exclusion does not apply to a vote cast in favour of the Resolution by:
• a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with directions given to the proxy or attorney to vote on the
Resolution in that way;
• 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
• a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:
− the beneficiary provides written confirmation to the Shareholder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the Resolution; and
− the Shareholder votes on the Resolution in accordance with directions given
by the beneficiary to the Shareholder to vote in that way.
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Voting entitlements
The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations
2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the
registered holders at 5:00pm (AWST) on 20 April 2026. Accordingly, share transfers registered after that
time will be disregarded in determining entitlements to attend and vote at the Meeting.
Voting instructions
(a) Votes at the Meeting may be given personally or by proxy, attorney or representative.
(b) A proxy need not be a Shareholder of the Company.
(c) The Proxy Form sent with this Notice should be used for theMeeting.
(d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2
persons to act as proxies and may specify the proportion or number of votes that each proxy is
entitled to exercise. If a Shareholder does not specify the proportion or number of that
Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half
of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request.
No Shareholder may appoint more than 2 proxies.
(e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of
the individual or their attorney duly authorised in writing and, in the case of a member that is a
corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to
section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.
(f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such
power of attorney or a certified copy of it must be received by the Company in accordance with this
Notice.
(g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that
corporation at the Meeting. Appointments of corporate representatives must be received by the
Company in accordance with this Notice or handed in at the Meeting when registering as a
corporate representative.
(h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy
will automatically default to the Chair, who is required to vote proxies as directed on a poll.
(i) A member of the Key Management Personnel (which includes each Director) will not be able to
vote as proxy on Resolution 7 unless the Shareholder directs it how to vote or, in the case of the
Chair, unless the Shareholder expressly authorises the Chair to do so.
(j) If a Shareholder intends to appoint a member of the Key Management Personnel (other than the
Chair) as its proxy, the Shareholder should ensure that it directs the member of the Key
Management Personnel how to vote on Resolution 7.
(k) If a Shareholder intends to appoint the Chair as its proxy for Resolution 7, the Shareholder can
direct the Chair how to vote by marking one of the boxes for Resolution 7 (e.g. if the Shareholder
wishes to vote 'for', 'against' or to 'abstain' from voting). If a Shareholder does not direct the Chair
how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the
Chair to exercise the proxy in respect of Resolution 7 even though it is connected to the
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remuneration of a member of the Key Management Personnel.
(l) Proxy Forms (including any instruments under which they have been executed) and powers of
attorney granted by Shareholders must be lodged with the Company's share registry,
Computershare:
(i) by post to GPO Box 242, Melbourne VIC 3001;
(ii) online by visiting www.investorvote.com.au; or
(iii) by email to info@od6metals.com.au,
so that they are received no later than 48 hours before the commencement of the Meeting.
(m) The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
(n) If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on
Resolution 7 by signing and returning the Proxy Form, you are considered to have provided the
Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's
intention, even though the Resolution is connected directly or indirectly with the remuneration of a
member of the Key Management Personnel of the Company.
Document availability
In accordance with section 110D of the Corporations Act, this Notice and Explanatory Statement are being
made available to Shareholders by electronic means and the Company will not be dispatching physical
copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard
copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours
before the Meeting.
The Notice can be viewed online and downloaded via:
(a) the Company’s website at https://www.od6metals.com.au/investors/asx-announcements/;
(b) the Company’s ASX platform at https://www.asx.com.au/markets/company/OD6; or
(c) if the Shareholder has nominated an email address and has elected to receive electronic
communications from the Company, the link sent by the Company to the Shareholder’s nominated
email address.
Document components
This document includes this Notice and the accompanying Explanatory Statement and Proxy Form.
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Authorisation
By order of the Board.
Joel Ives
Company Secretary
17 March 2026
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Explanatory Statement
This Explanatory Statement sets out the information which the Directors believe is material to Shareholders
in deciding whether or not to pass the Resolutions.
The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory
Statement contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Statement includes the following information to assist Shareholders in deciding how to
vote on the Resolutions:
A Proxy Form is located at the end of the Explanatory Statement.
1 Resolutions 1(a) and (b) – Ratification of prior issue of Placement Shares under the
Placement
1.1 General
On 4 March 2026, the Company announced that it had received firm commitments for a two- tranche
Placement to sophisticated and professional investors of 66,800,000 new fully paid ordinary shares
in the Company (Placement Shares) at an issue price of $0.05 per Placement Share to raise
A$3,400,000 (before costs) (Placement).
No lead manager was appointed for the Placement and the Placement was not underwritten.
However, AFSL Holders that assisted with the Placement will receive a fee of 6% (plus GST) on funds
raised by those AFSL Holders.
On 9 March 2026, the Company issued a total of 49,000,000 Placement Shares to non-related
sophisticated and professional investors (Tranche 1 Placement Participants) as follows:
(a) 28,759,274 Placement Shares using the Company's placement capacity under Listing
Rule 7.1 (which the Company is seeking to ratify pursuant to Resolution 1(a)); and
(b) 20,240,726 Placement Shares using the Company's additional placement capacity under
Listing Rule 7.1A (which the Company is seeking to ratify pursuant to Resolution 1(b)),
(together, the Tranche 1 Placement Shares).
A further issue of approximately 15,500,000 Placement Shares under the Placement, which are
proposed to be issued to sophisticated and professional investors under tranche 2 of the Placement
(Tranche 2), is subject to approval of Shareholders pursuant to Listing Rule 7.1 (being the subject of
Resolution 2). An additional 2,300,000 Placement Shares under the Placement, which is proposed to
be issued to Directors, Brett Hazelden, Piers Lewis and Mitch Loan, are subject to approval of
Shareholders pursuant to Listing Rule 10.11 (being the subject of the Resolutions which form
Resolution 3).
Resolutions 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the
issue of or agreement to issue the Tranche 1 Placement Shares.
Resolutions 1(a) and (b) are ordinary resolutions.
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The Board recommends that Shareholders vote in favour of Resolutions 1(a) and (b).
1.2 Listing Rules 7.1, 7.1A and 7.4
Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to
issue more Equity Securities during any 12 month period than that amount which represents 15% of
the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
Under Listing Rule 7.1A an eligible entity can seek shareholder approval at its annual general
meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The
Company obtained this approval at its annual general meeting held on 22 October 2025.
Listing Rule 7.4 sets out an exception to Listing Rules 7.1 and 7.1A. It provides that where a
company in general meeting ratifies the issue of or agreement to issue securities pursuant to Listing
Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 and 7.1A),
those securities will be deemed to have been made with shareholder approval for the purpose of
Listing Rule 7.1 and 7.1A.
The Company wishes to retain as much flexibility as possible to issue additional Equity Securities
into the future without having to obtain shareholder approval for such issues under Listing
Rules 7.1 and 7.1A. To this end, Resolutions 1(a) and (b) seek shareholder approval for the issue of
or agreement to issue the Tranche 1 Placement Shares under and for the purposes of Listing Rule
7.4.
If Resolution 1(a) is passed, the issue of 28,759,274 Tranche 1 Placement Shares will be excluded in
calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of
Equity Securities it can issue without shareholder approval over the 12-month period following the
date of issue of the Tranche 1 Placement Shares (being 9 March 2026).
If Resolution 1(a) is not passed, the 28,759,274 Tranche 1 Placement Shares will be included in
calculating the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of
Equity Securities it can issue without Shareholder approval over the 12-month period following the
date of issue of the Tranche 1 Placement Shares.
If Resolution 1(b) is passed, the issue of 20,240,726 Tranche 1 Placement Shares will be excluded in
calculating the Company's 10% limit under Listing Rule 7.1A, effectively increasing the number of
Equity Securities it can issue without shareholder approval over the 12-month period following the
date of issue of the Tranche 1 Placement Shares.
If Resolution 1(b) is not passed, the 20,240,726 Tranche 1 Placement Shares will be included in
calculating the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of
Equity Securities it can issue without Shareholder approval over the 12-month period following the
date of issue of the Tranche 1 Placement Shares.
1.3 Specific 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 the ratification of the issue of the Tranche 1 Placement Shares:
(a) the Tranche 1 Placement Shares were issued to the Tranche 1 Placement Participants, none
of whom are a related party of the Company, being unrelated professional and
sophisticated investors selected by the Company or introduced by AFSL Holders that
assisted with the Placement. Investors were identified through a bookbuild process and
selected based on existing shareholdings in the Company, investor demand, investment
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profile and experience in the critical minerals sector. Of the Tranche 1 Placement
Participants, the following parties are "material investors" as per ASX Guidance Note 21,
section 7.4:
(i) Mark Hanlon, a substantial shareholder of the Company, who was issued 3,000,000
Placement Shares; and
(ii) S3 Consortium Pty Ltd, an adviser to the Company, was issued 2,400,000 Placement
Shares.
No other Tranche 1 Placement Participants are considered to be “material investors” for
the purposes of ASX Guidance Note 21, sections 7.4;
(b) the Company issued a total of 49,000,000 Placement Shares as follows:
(i) 28,759,274 Placement Shares within the 15% annual limit permitted under Listing
Rule 7.1, without the need for Shareholder approval; and
(ii) 20,240,726 Placement Shares within the 10% limit permitted under Listing Rule
7.1A, without the need for Shareholder approval;
(c) the Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company
and rank equally in all respects with the Company's existing Shares on issue;
(d) the Tranche 1 Placement Shares were issued on 9 March 2026;
(e) each Tranche 1 Placement Shares was issued at $0.05 per Placement Share;
(f) the proceeds from the issue of the Tranche 1 Placement Shares (together with other funds
raised under the Placement) will be used, together with the Company’s existing cash
reserves, towards due diligence, transaction costs and the Completion cash consideration
payable in relation to the Option Agreement for the Quinn Fluorspar Project (as announced
on 4 March 2026), exploration and test work at the Company’s existing Splinter Rock and
Gulf Creek Projects and general working capital;
(g) the material terms on which the Tranche 1 Placement Shares were issued are set out in
section 1.1; and
(h) a voting exclusion statement is included in the Notice.
2 Resolution 2 – Approval to issue Tranche 2 Placement Shares under the Placement
2.1 General
As set out in section 1.1, an i
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