Notice of Annual General Meeting/Proxy Form
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TERRANOVA METALS LTD I ACN 116 095 802
NOTICE OF ANNUAL GENERAL MEETING
AND EXPLANATORY STATEMENT
TIME: 9.30am (AWST)
DATE: Friday, 27 November 2026
PLACE: BDO, Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000
This is an important document and should be read in its entirety.
If you are unable to attend the Meeting, please complete and return the enclosed Proxy Form in
accordance with the instructions set out in the Proxy Form.
This Notice of 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 adviser without delay.
Should you wish to discuss the matters in this Notice of Meeting please contact the Company Secretary
on +61 (8) 9322 7018.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of TerraNova Metals Ltd (ACN 116 095
802) (Company) will be held at the office of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring
Street, Perth WA 6000 on Friday, 27 November 2026 commencing at 9.30am (AWST) to consider, and if
thought fit, to pass the Resolutions set out below.
Terms used in this Notice of Meeting and accompanying Explanatory Statement are defined in the
Glossary to this document.
The Explanatory Statement which accompanies, and forms part of, this Notice of Meeting describes the
matters to be considered at the Annual General Meeting.
ITEMS OF BUSINESS
ANNUAL REPORT
To receive and consider the Annual Report of the Company and its controlled entities for the year ended
30 June 2026, which includes the Financial Report, Directors' Report and Auditor's Report.
Please note: Except as set out in Resolution 1 (Adoption of Remuneration Report), there is no requirement
for Shareholders to vote on or adopt 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 as a non-binding ordinary resolution:
“That, for the purpose of section 250R(2) of the Corporations Act and for all other
purposes, approval is given for the adoption of the Remuneration Report as contained in
the Company's annual financial report for the financial year ended 30 June 2026.”
Please note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion
In accordance with section 250R of the Corporations Act, a vote in favour of this Resolution must not be
cast, in any capacity, and the Company will disregard any such vote, by, or on behalf of, a member of the
Key Management Personnel whose remuneration details are included in the Remuneration Report, or a
Closely Related Party of such a member.
However, a voter described above may cast a vote on this Resolution as a proxy if the vote is not cast on
behalf of a person described above and either:
• the voter is appointed as a proxy in writing and the proxy form specifies how the proxy is to vote on
this Resolution; or
• the voter is the Chair appointed as a proxy and the appointment of the Chair as proxy does not specify
the way the Chair is to vote on this Resolution and expressly authorises the Chair to exercise the proxy
on this Resolution even though the Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
RESOLUTION 2: RE-ELECTION OF DIRECTOR – MATTHEW HORGAN
To consider and, if thought fit, to pass the following as an ordinary resolution:
“That, for the purposes of clause 12.3 of the Constitution, ASX Listing Rule 14.4 and for all other
purposes, Mr Matthew Horgan, a Director, retires from office and, being eligible, is re-elected as
a Director of the Company.”
Voting Exclusion
There is no voting exclusion applicable to this Resolution.
RESOLUTION 3: APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following as a special resolution:
“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the
Company to issue Equity Securities totalling up to 10% of the issued capital of the Company,
calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of 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 holder of ordinary securities in the Company) or an Associate of
those persons.
However, this does not apply to a vote cast in favour of this 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 of the Meeting 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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary, provided the beneficiary provides written confirmation that the beneficiary is not
excluded from voting and the holder votes in accordance with the beneficiary's directions.
RESOLUTION 4: APPROVAL OF TERMINATION BENEFIT – ZIVVO PTY LTD AS TRUSTEE FOR THE
STELLA TRUST
To consider and, if thought fit, to pass the following as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.19, sections 200B and 200E of the Corporations Act
2001 (Cth) and for all other purposes, Shareholders approve the payment to Zivvo Pty Ltd as
trustee for the Stella Trust of $137,500, being payment in lieu of the six-month notice period
under the existing Executive Consultancy Agreement dated 3 March 2026 between the Company,
Zivvo Pty Ltd as trustee for the Stella Trust and Steven Evan Zaninovich, as described in the
Explanatory Statement.”
Voting Exclusion – Listing Rules
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Steven
Zaninovich, or any officer of the Company or any of its child entities who is entitled to participate in the
termination benefit that is the subject of this Resolution, and any Associate of those persons, including
Zivvo Pty Ltd as trustee for the Stella Trust.
However, this 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 acting 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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary, provided the beneficiary is not excluded from voting and the holder votes in accordance
with the beneficiary's directions.
Voting Prohibition – Corporations Act
In accordance with sections 200E(2A) and 200E(2B) of the Corporations Act, a vote on this Resolution
must not be cast, in any capacity, by or on behalf of Steven Zaninovich or an Associate of Steven
Zaninovich, including Zivvo Pty Ltd as trustee for the Stella Trust. However, this prohibition does not
prevent a vote being cast by a person as a proxy appointed in writing that specifies how the proxy is to
vote on this Resolution, provided that the vote is not cast on behalf of Steven Zaninovich or an Associate
of Steven Zaninovich.
Voting Prohibition – Section 250BD
In accordance with section 250BD of the Corporations Act, a vote must not be cast on this Resolution by
a member of the Key Management Personnel, or a Closely Related Party of a member of the Key
Management Personnel, acting as proxy if their appointment does not specify the way the proxy is to
vote on the Resolution. The statutory exception for the Chair of the Meeting applies where the
appointment expressly authorises the Chair to exercise the proxy even though the Resolution is
connected with the remuneration of a member of the Key Management Personnel.
RESOLUTION 5: APPROVAL OF POTENTIAL TERMINATION BENEFITS – PERFORMANCE RIGHTS
To consider and, if thought fit, to pass the following as an ordinary resolution:
“That, for the purposes of sections 200B and 200E of the Corporations Act 2001 (Cth), ASX Listing
Rule 10.19, to the extent applicable, and for all other purposes, Shareholders approve the giving
of any potential termination benefits to the holders of the Performance Rights described in section
6.3 of the Explanatory Statement, in connection with the cessation of their employment, office or
engagement with the Company or a related body corporate, to the extent those benefits
constitute termination benefits requiring Shareholder approval under the Corporations Act 2001
(Cth) or the ASX Listing Rules, as described in the Explanatory Statement.
This approval applies only to (a) Performance Rights granted under the Company’s existing
Employee Securities Incentive Plan and outstanding as at the date of this Notice (“ESIP
Performance Rights”); and (b) the 10,000,000 Performance Rights issued to Zivvo Pty Ltd as trustee
for the Stella Trust following Shareholder approval at the General Meeting held on 19 October
2026 (“Zivvo Performance Rights”), and only to the extent that the treatment of those securities
on cessation, including any exercise of the Board’s discretion to determine that those securities
not lapse or be forfeited, may constitute a termination benefit requiring Shareholder approval.
It does not extend to any securities granted after the date of this Notice, any new grant or
entitlement, or any amendment to the Plan or the terms of any existing securities; or (b) the
10,000,000 Performance Rights issued to Zivvo Pty Ltd as trustee for the Stella Trust outside the
Employee Securities Incentive Plan, or any benefit arising from their treatment on cessation.”
Voting Exclusion – ASX Listing Rules
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of any officer or
former officer of the Company or any of its child entities who is entitled to participate in a termination
benefit that is the subject of this Resolution, being Mr Horgan, Mr Zaninovich, Mr Grove, Mr Niaré, Zivvo
Pty Ltd as trustee for the Stella Trust and Rockfrog Holdings Pty Ltd <Rockfrog Trust No 1>, or any
Associate of such an officer.
However, this 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; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary, provided the beneficiary is not excluded from voting and the holder votes in
accordance with the beneficiary's directions.
Voting Prohibition – Corporations Act
In accordance with sections 200E(2A) and 200E(2B) of the Corporations Act, a vote on this Resolution 5
must not be cast, in any capacity, by or on behalf of a person who is to receive a benefit that is the subject
of this Resolution, or an Associate of that person, which includes Mr Horgan, Mr Zaninovich, Mr Grove,
Mr Niaré, Zivvo Pty Ltd as trustee for the Stella Trust and Rockfrog Holdings Pty Ltd <Rockfrog Trust No
1>. However, this prohibition does not prevent a vote being cast by a person as a proxy appointed in
writing that specifies how the proxy is to vote on this Resolution, provided that the vote is not cast on
behalf of the person who is to receive the benefit or an Associate of that person.
Voting Prohibition – Section 250BD
In accordance with section 250BD of the Corporations Act 2001 (Cth), a vote must not be cast on this
Resolution by a member of the Key Management Personnel, or a Closely Related Party of a member of
the Key Management Personnel, acting as proxy if their appointment does not specify the way the proxy
is to vote on the Resolution. The statutory exception for the Chair of the Meeting applies where the
appointment expressly authorises the Chair to exercise the proxy even though the Resolution is
connected with the remuneration of a member of the Key Management Personnel.
PROXY AND VOTING INSTRUCTIONS
Voting on all proposed Resolutions at the Meeting will be conducted by poll.
A Shareholder entitled to attend and vote at the Meeting may appoint one or two proxies to attend and
vote on their behalf. A Shareholder can direct its proxy to vote for or against, or to abstain from voting
on, each Resolution by marking the appropriate box in the voting directions section of the proxy form.
Shareholders are strongly encouraged to appoint the Chair as their proxy and lodge their proxy as early
as possible.
The Chair intends to vote undirected proxies in favour of Resolutions 1, 2, 3 and 4. The Chair will not vote
undirected proxies on Resolution 5. If you appoint the Chair as your proxy and wish your vote to count
on Resolution 5, you must mark the “For”, “Against” or “Abstain” box for that Resolution.
Shareholders are encouraged to participate in the AGM and engage with the Board by lodging a directed
proxy vote in advance of the meeting by following the instructions on the proxy form. Proxy forms for
the meeting should be lodged before 9.30am (AWST) on Wednesday, 25 November 2026.
Questions
Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at
jade@terranovametals.com, by 5.00pm (AWST) on Wednesday 25 November 2026. Responses will be
provided at the Meeting in respect of valid questions received.
Shareholders attending the Meeting will also have the opportunity to submit questions during the
Meeting.
Voting eligibility
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 9.30am
(AWST) on Wednesday, 25 November 2026.
Dated: 26 October 2026
By order of the Board
Jade Styants
Company Secretary
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide Shareholders with information to enable them
to assess the Resolutions contained in the accompanying Notice of Annual General Meeting.
The Directors recommend that Shareholders read this Explanatory Statement in full before making a
decision on how to vote.
Unless otherwise stated, capitalised terms used in this Explanatory Statement have the meanings given
in the Glossary.
1. ANNUAL REPORT
The Annual Report for the financial year ended 30 June 2026 has been made available to Shareholders
and contains the Financial Report, Directors' Report and Auditor's Report.
Shareholders will have a reasonable opportunity at the Meeting to ask questions about or make
comments on the management of the Company and to ask questions of the Company's auditor
concerning the Auditor's Report and the conduct of the audit.
No resolution is required on this item of business.
2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT
2.1. General
Section 250R(2) of the Corporations Act provides that the Company is required to put the
Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration
Report, being pages 8 – 13 of the 2026 Annual Report, which sets out the remuneration policy for the
Company and reports the remuneration arrangements in place for the executive Directors, specified
executives and non-executive Directors.
Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind
the Directors or the Company. However, the Directors will take into account the views of Shareholders
expressed through the vote and any comments made at the Meeting when planning the Company's
remuneration policies going forward.
The remuneration levels for Directors and executives are competitively set to attract and retain
appropriate Directors and key management personnel.
The Chair will allow a reasonable opportunity for Shareholders to ask about or make comments on
the 2026 Remuneration Report.
The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the
Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on
Resolution 1, and the proxy form expressly authorises the Chair to exercise the proxy even though the
resolution is connected directly or indirectly with the remuneration of a member of the Company's
key management personnel, you will have provided the Chair with an express authorisation for the
Chair to vote the proxy in accordance with the Chair's intention.
2.2. Voting Consequences — Two-Strikes Rule
Under the Corporations Act, if at least 25% of the votes cast on the resolution to adopt the
Remuneration Report are against its adoption at each of two consecutive annual general meetings,
and a Spill Meeting Resolution was not put to the vote at the earlier annual general meeting under
an earlier application of the two-strikes rule, a resolution proposing that another meeting of
Shareholders be held to consider the appointment of Directors (“Spill Meeting Resolution”) must be
put to the vote at the later annual general meeting.
If more than 50% of the votes cast are in favour of the Spill Meeting Resolution, the Company must
convene a further meeting of Shareholders (“Spill Meeting”) within 90 days after the Spill Meeting
Resolution is passed.
At the Spill Meeting, each Director who was a Director when the resolution to make the Directors'
Report considered at the later annual general meeting was passed must cease to hold office
immediately before the end of the Spill Meeting, except for a managing director who is permitted
under the applicable ASX Listing Rules to continue to hold office without re-election. Resolutions to
appoint persons to the offices that become vacant must be put to the vote at the Spill Meeting.
Directors who cease to hold office may stand for election or re-election at that meeting.
The persons whose appointment to the relevant offices is approved at the Spill Meeting will hold
office as Directors, subject to the Corporations Act and the Company's Constitution.
2.3. Board Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 1.
3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MATTHEW HORGAN
3.1 General
Mr Matthew Horgan is a Non-Executive Director of the Company. The new Constitution provides that,
while the Company is listed, a Director must not hold office without re-election past the third annual
general meeting following the Director's appointment or last election, or for more than three years,
whichever is longer. The Constitution also requires an election of Directors at each annual general
meeting.
The Board has determined that Mr Horgan should retire and seek re-election at this Annual General
Meeting.
Mr Horgan is a mining executive who has worked across a variety of functional areas including
technical (chemical engineering), marketing, commercial, investor relations, project development, and
corporate development/M&A. In particular, he has recent and direct experience in the technical and
commercial project development of African domiciled mineral assets.
Prior to joining Bannerman Energy Limited (ASX: BMN) as Vice President of Corporate Development,
Mr Horgan held the role of Head of Corporate Development and Investor Relations at ASX-listed
Tanzanian rare earths developer, Peak Rare Earths (ASX: PEK). Prior to that, he was a Senior Associate
at leading boutique investment bank, Azure Capital.
Mr Horgan’s early career spanned approximately 10 years with global aluminium major, Alcoa (NYSE:
AA). There he held various roles including Manager, Global Corporate Development and Business
Development and Commercial and Marketing Specialist.
Mr Horgan holds a Bachelor of Chemical Engineering (First Class Honours) from Canterbury University
and a Master of Business Administration from the University of Western Australia. He is also a Graduate
of the Australian Institute of Company Directors.
If Resolution 2 is passed, Mr Horgan will be re-elected as a Director. If Resolution 2 is not passed, Mr
Horgan will cease to hold office at the conclusion of the Meeting.
3.2 Listing Rule and Constitutional Requirements
Listing Rule 14.4 and clause 12.3 of the Constitution requires that at the Company's annual general
meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple
of 3, then the number nearest one-third, shall retire from office, provided always that no Director
(except a managing director) shall hold office for a period in excess of 3 years, or until the third annual
general meeting following their appointment, whichever is the longer, without submitting themself for
re-election.
The Directors to retire at an annual general meeting are those who have been longest in office since
their last election, but, as between persons who became Directors on the same day, those to retire
shall, unless they otherwise agree among themselves, be determined by drawing lots.
A Director who retires by rotation under clause 12.3 of the Constitution is eligible for re-election.
The Company currently has three Directors, and accordingly one Director must retire. Mr Horgan
retires by rotation and seeks re-election.
3.3 Technical information required by ASX Listing Rule 14.1A
If Resolution 2 is passed, Mr Horgan will be re-elected as a Director.
If Resolution 2 is not passed, Mr Horgan will cease to hold office as a Director at the conclusion of the
Meeting. The Board will then need to consider the appointment of a person to fill the resulting vacancy
to ensure that the Company maintains the minimum number of Directors required under the
Corporations Act.
3.4 Board Recommendation
Mr Horgan does not make a recommendation in relation to this Resolution because of his personal
interest. The remaining Directors recommend that Shareholders vote in favour of Resolution 2.
4. RESOLUTION 3: APPROVAL OF 10% PLACEMENT CAPACITY
4.1. General
Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the
additional 10% capacity provided for in ASX Listing Rule 7.1A to issue equity securities without
Shareholder approval.
4.2. Summary of ASX Listing Rule 7.1A
Broadly speaking, and subject to a number of exceptions, ASX 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 it had on issue at the start of that period.
Under ASX Listing Rule 7.1A, however, an eligible entity may seek shareholder approval, by way of a
special resolution at its annual general meeting, to allow the eligible entity to issue equity securities
up to 10% of its issued capital at the time of the issue over a period up to 12 months after the annual
general meeting (“10% Placement Capacity”), in addition to the eligible entity's 15% annual placement
capacity, thereby increasing the limit overall to 25%.
An eligible entity is one that, as at the date of the relevant annual general meeting is not included in
the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an
eligible entity.
(a) Shareholder approval
The ability to issue equity securities under the 10% Placement Capacity is subject to Shareholder
approval by way of special resolution at an annual general meeting. Accordingly, at least 75% of votes
cast by Shareholders present and eligible to vote at the Meeting (in person, by proxy, by attorney or,
in the case of a corporate Shareholder, by a corporate representative) must be in favour of Resolution
3 for it to be passed.
(b) Equity securities
Any equity securities issued under the 10% Placement Capacity must be in the same class as an existing
quoted class of equity securities of the Company. The Company, as at the date of this Notice, has
Shares (ASX: TNM) on issue as the only classes of quoted equity securities.
(c) Formula for calculating 10% Placement Capacity
ASX Listing Rule 7.1A.2 provides that an eligible entity which has obtained the approval of its holders
of Shares under ASX Listing Rule 7.1A may, during the period of approval, issue or agree to issue a
number of equity securities calculated in accordance with the following formula:
(A x D) – E
Where:
A is the number of Shares on issue at the commencement of the relevant period,
(i) plus the number of Shares issued in the relevant period under an exception in ASX
Listing Rule 7.2 other than exception 9, 16 or 17,
(ii) plus the number of Shares issued in the relevant period on the conversion of
convertible securities within ASX Listing Rule 7.2 exception 9 where:
(i) the convertible securities were issued or agreed to be issued before the
commencement of the relevant period; or
(ii) the issue of, or agreement to issue, the convertible securities was approved, or
taken under these rules to have been approved, under ASX Listing Rule 7.1 or
ASX Listing Rule 7.4,
(iii) plus the number of Shares issued in the relevant period under an agreement to issue
securities within ASX Listing Rule 7.2 exception 16 where:
(i) the agreement was entered into before the commencement of the relevant
period; or
(ii) the agreement or issue was approved, or taken under these rules to have been
approved, under ASX Listing Rule 7.1 or ASX Listing Rule 7.4,
(iv) plus the number of any other Shares issued in the relevant period with approval under
ASX Listing Rule 7.1 or ASX Listing Rule 7.4,
(v) plus the number of partly paid Shares that became fully paid in the relevant period,
(vi) less the number of Shares cancelled in the relevant period.
D is 10%.
E is the number of equity securities issued or agreed to be issued under ASX Listing Rule
7.1A.2 in the relevant period where the issue or agreement has not been subsequently
approved by the holders of the Shares under ASX Listing Rule 7.4.
For the purpose of this clause 4.2(c) “relevant period” means:
a) if the entity has been admitted to the official list for 12 months or more, the 12 month
period immediately preceding the date of the issue or agreement; or
b) if the entity has been admitted to the official list for less than 12 months, the period from
the date the entity was admitted to the official list to the date immediately preceding the
date of the issue or agreement.
(d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A
The ability of an entity to issue equity securities under ASX Listing Rule 7.1A is in addition to the
entity’s 15% placement capacity under ASX Listing Rule 7.1.
As at the date of this Notice, the Company has the following securities on issue:
(i) 234,412,202 Shares;
(ii) 130,477,242 unlisted options; and
(iii) 39,266,667 performance rights.
The actual number of equity securities that the Company will have the capacity to issue under ASX
Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the
formula prescribed in ASX Listing Rule 7.1A.2, as detailed in section 4.2(c) above.
4.3. Technical information required by ASX Listing Rule 14.1A
If Resolution 3 is passed, the Company will be able to issue equity securities up to the combined limit
under ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval. The number of equity
securities the Company may issue under the 10% Placement Capacity will be determined in
accordance with the formula prescribed in ASX Listing Rule 7.1A.2, as detailed in section 4.2(c) above.
The effect of Resolution 3 will be to allow the Directors to issue equity securities up to 10% of the
Company’s Shares on issue under the 10% Placement Capacity during the period up to 12 months
after the Meeting, without subsequent Shareholder approval and without using the Company’s 15%
annual placement capacity granted under Listing Rule 7.1.
If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to
issue equity securities without Shareholder approval as 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
ASX Listing Rule 7.1.
The Directors of the Company believe that Resolution 3 is in the best interests of the Company and
unanimously recommend that Shareholders vote in favour of this Resolution.
4.4. Specific information required by ASX Listing Rule 7.3A
Pursuant to and in accordance with the ASX Listing Rule 7.3A, the information below is provided in
relation to Resolution 3:
(a) Period for which the 7.1A mandate is valid (10% Placement Capacity Period)
Shareholder approval of the 10% Placement Capacity under ASX Listing Rule 7.1A is valid from the
date of the meeting at which the approval is obtained and expires on the first to occur of the
following:
(i) the date that is 12 months after the date of the meeting at which the approval is obtained;
(ii) the time and date of the Company’s next annual general meeting; or
(iii) the time and date of approval by Shareholders of any transaction under ASX Listing Rule 11.1.2
(a significant change to the nature or scale of the Company’s activities) or ASX Listing Rule 11.2
(disposal of the Company’s main undertaking),
(10% Placement Capacity Period).
(b) Minimum Issue Price
In accordance with ASX Listing Rule 7.1A.3, any equity securities issued must be in an existing quoted
class of the Company and issued for a cash consideration per equity security. The minimum price at
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