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ALCHEMY RESOURCES LIMITED — AGM Information 2025
Oct 22, 2025
64369_rns_2025-10-22_b78c50b2-5e9c-4f2c-8a30-4e115ffbee10.pdf
AGM Information
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Alchemy Resources Limited ACN 124 444 122
Notice of Annual General Meeting
Time and date: 10.00am (WST) on Friday, 21 November 2025 In-person: Level 2, 9 Havelock Street West Perth, Western Australia
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on 9481 4400.
Shareholders are urged to vote by lodging the Proxy Form
Alchemy Resources Limited ACN 124 444 122 (Company)
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Shareholders of Alchemy Resources Limited will be held at Level 2, 9 Havelock Street, West Perth, Western Australia at 10.00am (WST) on Friday, 21 November 2025 ( Meeting ).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.
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 as Shareholders on Wednesday, 19 November 2025 at 5.00pm (WST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report.
- 2 Resolutions
Resolution 1 – Adoption of the Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:
'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.'
Note : a vote on this Resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Re-election of Director – Anthony Ho
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
‘That, Anthony Ho, who retires in accordance with clause 7.2(a) of the Constitution, Listing Rule 14.4 and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected as a Director, on the terms and conditions in the Explanatory Memorandum.'
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Resolution 3 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
‘That, pursuant to and in accordance with 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 Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.’
Resolution 4 – Re-approval of Employee Securities Incentive Plan
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders re-approve the employee incentive plan known as the "Alchemy Resources Limited Employee Securities Incentive Plan” ( Plan ) and the issue of up to a maximum of 58,500,000 Securities under that Plan, on the terms and conditions in the Explanatory Memorandum.'
Resolution 5 – Renewal of Proportional Takeover Provisions
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
‘That the modification of the Constitution to re-insert the proportional takeover provisions contained in Schedule 5 of the Company’s Constitution for a period of three (3) years from the date of approval of this Resolution is approved under and for the purposes of sections 648G(4) and 136(2) of the Corporations Act and for all other purposes, on the terms and conditions in the Explanatory Memorandum.’
Resolution 6 – Approval of Issue of Director Options
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:
‘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 Company to issue up to 6,000,000 Director Options to the Directors (or their respective nominees) as follows:
-
(a) 2,000,000 Director Options to Lindsay Dudfield;
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(b) 2,000,000 Director Options to Liza Carpene; and
-
(c) 2,000,000 Director Options to Anthony Ho,
on the terms and conditions set out in the Explanatory Memorandum.’
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Voting prohibitions
Resolution 1:
In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.
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 this Resolution, and:
-
(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.
Resolution 4:
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 the relevant 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.
However, the above prohibition does not apply if:
-
(a) the proxy is the Chair; and
-
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 6(a) to (c) (inclusive):
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 the relevant 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.
However, the above prohibition does not apply if:
- (a) the proxy is the Chair; and
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- (b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Further, in accordance with section 224 of the Corporations Act, a vote on Resolution 6(a), (b) and (c) (inclusive) 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.
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
-
(a) Resolution 4 : by or on behalf of a person who is eligible to participate in the Plan, or any of their respective associates, or their nominees.
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(b) Resolution 6(a) : by or on behalf of Lindsay Dudfield (or his nominee(s)), or an associate of those persons, and any other person who will obtain a material benefit as a result of the issue of these Director Options (except a benefit solely by reason of being a Shareholder).
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(c) Resolution 6(b) : by or on behalf of Liza Carpene (or his nominee(s)), or an associate of those persons, and any other person who will obtain a material benefit as a result of the issue of these Director Options (except a benefit solely by reason of being a Shareholder).
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(d) Resolution 6(c) : by or on behalf of Anthony Ho (or his nominee(s)), or an associate of those persons, and any other person who will obtain a material benefit as a result of the issue of these Director Options (except a benefit solely by reason of being a Shareholder).
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
- (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way;
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(b) 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
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(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:
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(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 the Resolution; and
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(ii) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
BY ORDER OF THE BOARD
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Carly Terzanidis Company Secretary Alchemy Resources Limited Dated: 3 October 2025
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Alchemy Resources Limited ACN 124 444 122 (Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 2, 9 Havelock Street, West Perth, Western Australia at 10.00am (WST) on Friday, 21 November 2025.
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| Section 2 | Action to be taken by Shareholders |
|---|---|
| Section 3 | Annual Report |
| Section 4 | Resolution 1 – Adoption of the Remuneration Report |
| Section 5 | Resolution 2 – Re-election of Director – Anthony Ho |
| Section 6 | Resolution 3 – Approval of 10% Placement Facility |
| Section 7 | Resolution 4 – Re-approval of Employee Securities Incentive Plan |
| Section 8 | Resolution 5 – Renewal of Proportional Takeover Provisions |
| Section 9 | Resolution 6 – Approval of Issue of Director Options |
| Schedule 1 | Definitions |
| Schedule 2 | Summary of Material Terms of Plan |
| Schedule 3 | Terms and Conditions of Director Options |
A Proxy Form is made available with the Notice.
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2. Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D 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.
2.3
Voting by proxy
A Proxy Form is made available with 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:
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(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(b) a proxy need not be a member of the Company; and
-
(c) a member of the Company 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 available 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:
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(a) 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);
-
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
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(c) 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
-
(d) 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:
- (a) 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;
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(b) the appointed proxy is not the chair of the meeting;
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(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and
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(d) 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.
Your proxy voting instruction must be received by 10.00am (WST) on Wednesday, 19 November 2025 being not later than 48 hours before the commencement of the Meeting.
2.4
Chair's voting intentions
Subject to the below, the Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.
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, Resolution 4, Resolution 5, and Resolution 6(a) to (c) (inclusive) even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.
If the Chair is a person referred to in the voting prohibition statement applicable to a Resolution (under section 224 of the Corporations Act), the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form.
2.5
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by Friday, 14 November 2025 .
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).
3. Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered 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 2025.
There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
- (a) discuss the Annual Report which is available online at https://alchemyresources.com.au/investor-centre/asx-announcements/;
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(b) ask questions about, or comment on, the management of the Company; and
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(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:
-
(a) the preparation and content of the Auditor's Report;
-
(b) the conduct of the audit;
-
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
-
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.
The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so.
4. Resolution 1 – Adoption of the Remuneration Report
- 4.1 General
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 for the year ended 30 June 2025 in the Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.
The Company's Remuneration Report did not receive a Strike at the 2024 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2026 annual general meeting, this may result in the re-election of the Board.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.
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4.2 Additional information
Resolution 1 is an ordinary resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.
5. Resolution 2 – Re-election of Director – Anthony Ho
5.1
General
Clause 7.2(a) of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the Managing Director) must not hold office without re-election past the third annual general meeting following that Director's appointment or three years, whichever is longer.
Clause 7.2(b)(iii) of the Constitution provides that a Director who retires by rotation is eligible for re-election.
Mr Anthony Ho, Non-Executive Director, was last elected at the Company’s 2022 annual general meeting. Accordingly, Mr Ho retires at this Meeting and being eligible and having consented to act, seeks re-election pursuant to this Resolution 2.
If Resolution 2 is passed, Mr Ho will be re-elected as a Director of the Company with effect from the conclusion of the Meeting.
If Resolution 2 is not passed, Mr Ho will not be re-elected as a Director of the Company.
5.2 Anthony Ho
Mr Ho is a Chartered Accountant and a partner in a consulting firm focused principally on corporate and financial services to listed companies. He has significant experience in the resource industry, having served as director and company secretary of companies listed on ASX.
Mr Ho is currently Non-Executive Director of Australian Agricultural Projects Ltd (ASX: AAP) and Non-Executive Director of Mustera Property Group Ltd (ASX: MPX), and otherwise does not hold any other material directorships.
If re-elected, Mr Ho is considered by the Board (with Mr Ho abstaining) to be an independent Director.
Mr Ho has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.
5.3 Board recommendation
The Board (other than Mr Ho who has a personal interest in the outcome of this Resolution) supports the re-election of Mr Ho and recommends that Shareholders vote in favour of this Resolution. The Board considers that Mr Ho’s extensive accounting and directorship experience bring valuable skills to Board that complement the Board’s existing skills and experience.
5.4
Additional information
Resolution 2 is an ordinary resolution.
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6. Resolution 3 - Approval of 10% Placement Facility
6.1
General
Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1.
Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
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 provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1.
6.2 Listing Rule 7.1A
- (a) Is the Company an eligible entity?
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $13.0 million, based on the closing price of Shares of $0.011 on 2 October 2025.
(b) What Equity Securities can be issued?
Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity.
As at the date of the Notice, the Company has on issue one quoted class of Equity Securities, being Shares
(c) How many Equity Securities can be issued?
Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may 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:
- (A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
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(B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
-
(1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
-
(2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
-
(C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
-
(1) the agreement was entered into before the commencement of the Relevant Period; or
-
(2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
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(D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;
-
(E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and
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(F) less the number of fully paid Shares cancelled in the Relevant Period.
Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity, and ‘Relevant Period’ has the relevant meaning given in Listing Rule 7.1 and 7.1A.2, namely, the 12 month period immediately preceding the date of the issue or agreement.
D = is 10%.
- E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement to issue has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.
(d) What is the interaction with Listing Rule 7.1?
The Company’s ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.
(e) At what price can the Equity Securities be issued?
Any Equity Securities issued under Listing Rule 7.1A must be in an existing quoted class of Equity Securities and be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
- (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
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- (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued, ( Minimum Issue Price ).
(f)
When can Equity Securities be issued?
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of:
-
(i) the date that is 12 months after the date of the Meeting;
-
(ii) the time and date of the Company's next annual general meeting; or
-
(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
(10% Placement Period).
(g) What is the effect of Resolution 3?
The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.
6.3
Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:
(a) Final date for issue
The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) above).
(b) Minimum issue price
Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 6.2(e) above).
(c) Purposes of issues under the 10% Placement Facility
The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.
(d) Risk of economic and voting dilution
Shareholders should note that there is a risk that:
- (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
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- (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
If this Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of convertible securities only if those convertible securities are converted into Shares).
The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 6.2(c) above) as at the date of this Notice ( Variable A ), with:
-
(i) two examples where Variable A has increased, by 50% and 100%; and
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(ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.
| Shares (Variable A in Listing Rule 7.1A.2) |
Dilution | |||
|---|---|---|---|---|
| Issue price per Share |
$0.006 50% decrease in Current Market Price |
$0.011 Current Market Price |
$0.017 100% increase in Current Market Price |
|
| 1,178,076,256 Shares Variable A |
10% Voting Dilution |
117,807,626 Shares |
117,807,626 Shares |
117,807,626 Shares |
| Funds raised | $647,942 | $1,295,884 | $1,943,826 | |
| 1,767,114,384 Shares 50% increase in Variable A |
10% Voting Dilution |
176,711,438 Shares |
176,711,438 Shares |
176,711,438 Shares |
| Funds raised | $971,913 | $1,943,826 | $2,915,739 | |
| 2,356,152,512 Shares 100% increase in Variable A |
10% Voting Dilution |
235,615,251 Shares |
235,615,251 Shares |
235,615,251 Shares |
| Funds raised | $1,295,884 | $2,591,768 | $3,887,652 |
Notes:
-
The table has been prepared on the following assumptions:
-
(a) The issue price is the current market price ($0.011), being the closing price of the Shares on ASX on 2 October 2025, being the latest practicable date before this Notice was signed.
-
(b) Variable A comprises of 1,178,076,256 existing Shares on issue as at the date of this Notice, assuming the Company has not issued any Shares in the 12 months
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prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.
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(c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
-
(d) No convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.
-
(e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
-
The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.
The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(e) Allocation policy
The recipients of the Equity Securities to be issued under the 10% Placement Facility have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 10% Placement Facility, having regard to the following factors:
-
(i) the purpose of the issue;
-
(ii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate;
-
(iii) the effect of the issue of the Equity Securities on the control of the Company;
-
(iv) financial situation and solvency of the Company;
-
(v) prevailing market conditions; and
-
(vi) advice from corporate, financial and broking advisers (if applicable).
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(f) Previous approval under the 10% Placement Facility
The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its 2024 annual general meeting held on 25 November 2024.
In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has not issued or agreed to issue Equity Securities under Listing Rule 7.1A.
At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under the 10% Placement Facility and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.
However, in the event that between the date of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in this Notice.
(g) Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in such an issue.
However, in the event that between the date of this Notice and the date of the Meeting, the Company proposed to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders’ votes will be excluded under the voting exclusion statement in the Notice.
6.4 Additional information
Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
The Board recommends that Shareholders vote in favour of Resolution 3.
7. Resolution 4 – Approval of Employee Securities Incentive Plan
7.1
General
The Company considers that it is desirable to maintain an employee incentive scheme pursuant to which the Company can issue Equity Securities to attract, motivate and retain key Directors, employees and consultants and provide them with the opportunity to participate in the future growth of the Company.
Resolution 4 seeks Shareholder approval for the re-approval of the employee incentive scheme titled “Alchemy Resources Limited Employee Securities Incentive Plan” ( Plan ) and for the issue of up to a maximum of 58,500,000 Equity Securities in accordance with Listing Rule 7.2 (Exception 13(b)).
Shareholders previously approved the issue of Equity Securities under the Plan as an exception to ASX Listing Rule 7.1 at the Company’s 2022 annual general meeting ( Previous Approval ). Listing Rule 7.2 exception 13(b) provides that this approval lasts for a period of three years. The Previous Approval is due to expire on 29 November 2025 and re-approval is therefore sought
Page 17
for the Plan by Shareholders at this Meeting. No amendments are proposed to be made to the terms of the Plan as originally adopted on 29 November 2022.
7.2 Listing Rules 7.1 and 7.2, exception 13(b)
Broadly speaking, and subject to a number of exceptions, 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 shares it had on issue at the start of that period.
Listing Rule 7.2, exception 13(b), provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which Shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.
If Resolution 4 is passed, the Company will be able to issue up to a maximum of 58,500,000 Equity Securities under the Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years without using the Company’s 15% annual placement capacity under Listing Rule 7.1.
However, any future issues of Equity Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.
If Resolution 4 is not passed, any issue of Equity Securities pursuant to the Plan would need to be made either with Shareholder approval or, in default of Shareholder approval, pursuant to the Company’s placement capacity under Listing Rule 7.1.
7.3 Specific information required by Listing Rule 7.2, exception 13(b)
Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to Resolution 4:
-
(a) A summary of the key terms and conditions of the Plan is set out in Schedule 2;
-
(b) Since the Plan was last adopted, as at the date of this Notice, the following Equity Securities that have been issued under the Plan:
-
(i) 6,000,000 Options issued on 8 December 2022 to Directors of the Company;
-
(ii) 20,000,000 Options issued on 18 December 2023 to key management personnel and employees of the Company; and
-
(iii) 10,000,000 Options issued on 22 April 2025 to key management personnel and employees of the Company.
-
(c) The maximum number of Equity Securities proposed to be issued under the Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 4 is 58,500,000.
-
(d) A voting exclusion statement is included in the Notice.
7.4
Additional information
Resolution 4 is an ordinary resolution.
Page 18
The Board declines to make a recommendation in relation to Resolution 4 due to the Directors’ personal interests in the outcome of the Resolution.
8. Resolution 5 – Renewal of Proportional Takeover Provisions
8.1 General
Schedule 5 of the Constitution provide that the Company must not register a transfer of shares which would give effect to a contract, resulting from the acceptance of an offer made under a proportional takeover bid unless shareholders, in a general meeting, approve the offer.
Under section 648G of the Corporations Act and clause 37.6 of the Constitution, Schedule 5 of the Constitution ceases to have effect on the date that is three (3) years after the later of its adoption or renewal.
Resolution 5 seeks to reinstate the provisions of Schedule 5 of the Constitution for three (3) years from the date Shareholder approval is received for this Resolution.
The Directors consider that it is in the interests of Shareholders for the Company to include a proportional takeover rule and approval is therefore being sought to renew Schedule 5 of the Constitution.
A copy of the Constitution is available on the Company’s website at: https://alchemyresources.com.au/corporate/corporate-governance/ .
8.2 What is a Proportional Takeover Bid
A proportional takeover bid is a takeover bid where the offer made to each shareholder of a company is only for a proportion of that shareholder’s shares in the company.
Accordingly, if a shareholder accepts in full the offer under a proportional takeover bid, the shareholder will dispose of the specified portion of their shares in the company and retain the balance of the shares.
8.3
Effect of proposed proportional takeover provisions
If a proportional takeover bid is made to Shareholders, the Board will be required to convene a meeting of Shareholders to vote on a resolution to approve the proportional takeover bid. That meeting must be held at least 14 days before the offer under the proportional takeover bid closes.
The resolution shall be taken to have been passed if a majority of Shares voted at the meeting, excluding the Shares of the bidder and its associates, vote in favour of the resolution. The Directors will breach the Corporations Act if they fail to ensure the resolution to approve the offer is voted on. However, if no resolution is voted on before the end of the 15th day before the close of the offer, the resolution will be deemed to have been passed. Where the resolution approving the offer is passed or deemed to have been passed, transfers of Shares resulting from accepting the offer will be registered provided they otherwise comply with the Corporations Act, the Listing Rules, the ASX Settlement Operating Rules and the Constitution. If the resolution is not approved, then in accordance with the Corporations Act, the offer will be deemed to be withdrawn.
The proportional takeover approval provisions do not apply to full takeover bids and only apply for three years after the date of adoption of the provisions. The provisions may be renewed for a further three-year term, but only by a special resolution of Shareholders.
Page 19
8.4 Reasons for proposing Resolution 5
A proportional takeover bid for the Company may enable effective control of the Company to be changed or acquired without Shareholders having the opportunity to dispose of all of their Shares. Accordingly, Shareholders could be at risk of passing control to the bidder without payment of an adequate control premium for all their Shares whilst leaving themselves as part of a minority interest in the Company.
The renewed provisions deal with this possibility by providing that if a proportional takeover bid is made for Shares, Shareholders must vote on whether or not a proportional takeover bid should be permitted to proceed.
The benefit of these provisions is that Shareholders are able to decide collectively whether the proportional takeover bid is acceptable in principle and it may ensure that any partial offer is appropriately priced.
8.5 Knowledge of present acquisition proposals
As at the last date before the finalisation of this Explanatory Memorandum, no Director is aware of a proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
8.6 Potential advantages of proportional takeover provisions
The Directors consider that the renewal of these provisions has no potential advantages or potential disadvantages for them as they remain free to make a recommendation on whether a proportional takeover offer should be accepted.
The Directors consider that renewing the proportional takeover approval provisions will benefit all Shareholders in that they will have an opportunity to consider a proportional takeover bid and then attend or be represented by proxy at a meeting of Shareholders called specifically to vote on the proposal. Accordingly, Shareholders will be able to prevent a proportional takeover bid proceeding if there is sufficient support for the proposition that control of the Company should not be permitted to pass under the proportional takeover bid. The provisions may also help Shareholders avoid being locked in as a minority with one majority Shareholder. In addition, increasing the bargaining power of Shareholders may ensure that any partial offer is adequately priced. Furthermore, knowing the view of Shareholders assists each individual Shareholder in assessing the likely outcome of the proportional takeover bid and whether to accept or reject that bid.
8.7 Potential disadvantages of proportional takeover provisions
It may be argued that renewing the proportional takeover provisions will make it more difficult for a proportional takeover bid to succeed and will therefore discourage proportional takeover bids. The chance of a proportional takeover bid being successful may be reduced. In turn, this may reduce the opportunities which Shareholders may have to sell all or some of their Shares at a premium to persons seeking control of the Company. Such a provision may also be considered an additional restriction on the ability of individual Shareholders to deal freely in their Shares.
8.8 Additional information
Resolution 5 is a special resolution and therefore requires 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
Page 20
On balance, the Directors consider that the possible advantages outweigh the possible disadvantages such that the renewal of the proportional takeover approval provisions is in the interests of Shareholders.
The Board recommends that Shareholders vote in favour of Resolution 5. Each Director intends to vote all the Shares controlled by him or her in favour of the Resolution.
The Board recommends that Shareholders vote in favour of Resolution 3.
9. Resolution 6 – Approval of Issue of Director Options
9.1
General
As announced on 11 April 2025, the Company has agreed, subject to obtaining shareholder approval, to issue up to 6,000,000 Options ( Director Options ) to the Directors, or their respective nominees, in the following proportions:
| Director | Director Options |
|---|---|
| Lindsay Dudfield | 2,000,000 |
| Liza Carpene | 2,000,000 |
| Anthony Ho | 2,000,000 |
| TOTAL | 6,000,000 |
The Director Options are to be issued on the terms and conditions in Schedule 2.
The Board believes that the issue of these Director Options will align the interests of the Directors with those of the Company and its Shareholders. In addition, the Board also believes that incentivising with Options is a prudent means of conserving the Company’s available cash reserves. The Board believes it is important to offer these Director Options to continue to attract and maintain highly experienced and qualified Board members in a competitive market.
Resolution 6(a) to (c) (inclusive) seeks Shareholder approval pursuant to Listing Rule 10.11 and sections 208 and 195(4) of the Corporations Act for the issue up to 6,000,000 Director Options to the Directors (or their respective nominees).
9.2
Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons without the approval of its Shareholders:
-
(a) a related party (Listing Rule 10.11.1);
-
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);
-
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);
-
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
Page 21
- (e) a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).
The proposed issues of Director Options to the Directors (or their respective nominees) falls within Listing Rule 10.11.1 and it is the view of the Board that the exceptions in Listing Rule 10.12 do not apply in the current circumstances. The issue of the Director Options therefore requires the approval of Shareholders under Listing Rule 10.11.
Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Options as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Options to the Directors (or their respective nominees) will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.
The effect of Shareholders passing Resolution 6(a) to (c) (inclusive) will be to allow the Company to issue the Director Options to the Directors (or their respective nominees) in the proportions set out in Section 9.1 above.
If Resolution 6(a) to (c) (inclusive) are not passed, the Company will not be able to proceed with the issue of the Director Options to the Directors (or their respective nominees) and the Company may need to consider other forms of incentive remuneration, including by the payment of cash.
Resolution 6(a) to (c) (inclusive) are not conditional on each other, and Shareholders may approve one or all of those Resolutions (in which case, the Director Options the subject of the relevant Resolution(s) will be issued), even though Shareholders have not approved all of these Resolutions.
9.3 Specific information required by Listing Rule 10.13
Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Options:
-
(a) The Director Options will be issued to Directors Lindsay Dudfield, Liza Carpene and Anthony Ho or their respective nominees.
-
(b) Each of the Directors are a related party of the Company by virtue of being a Director of the Company and fall into the category stipulated by Listing Rule 10.11.1. In the event the Director Options are issued to a nominee of a Director, that nominee will fall into the category stipulated by Listing Rule 10.11.4.
-
(c) The maximum number of Director Options to be issued to the Directors (or their respective nominees) is 6,000,000, in the proportions set out in Section 9.1 above.
-
(d) The Director Options will be issued on the terms and conditions set out in Schedule 3.
-
(e) The Director Options will be issued to the Directors (or their respective nominees) as soon as practicable following the Meeting and in any event no later than one month after the Meeting.
-
(f) The Director Options will be issued for nil cash consideration and will be provided as an incentive component to the Directors’ respective remuneration packages. Accordingly, no funds will be raised via the issue of the Director Options.
-
(g) The Director Options are intended to be issued following a review of Director remuneration and in lieu of an increase to cash fees payable to Directors.
Page 22
- (h) The current total annual remuneration package for each of the Directors as at the date of this Notice is set out in the table below:
| Director | Lindsay Dudfield (Non-Executive Chair) |
Liza Carpene (Non-Executive Director) |
Anthony Ho (Non-Executive Director) |
|---|---|---|---|
| Salary and fees | $20,000 | $20,000 | $20,000 |
| Bonus | Nil | Nil |
Nil |
| Non-monetary benefit |
Nil | Nil |
Nil |
| Superannuation | Nil | Nil |
Nil |
| Share-based payments1 |
$1,039 | $1,039 | $1,039 |
| Total | $21,039 | $21,039 | $21,039 |
Notes :
-
These figures do not include the proposed issue of the Director Options, the subject of Resolution 6(a) to (c) (inclusive).
-
(i) There are no other material terms to the proposed issue of the Director Options.
-
(i) A voting exclusion statement is included in the Notice.
9.4
Section 195 of the Corporations Act
Section 195(1) of the Corporations Act prohibits the director of a public company who has a material personal interest in a matter that is being considered at a meeting of directors from being present while the matter is being considered at the meeting or voting on the matter. If there is not a quorum of directors who are eligible to vote on a matter because of the operation of section 195(1) of the Corporations Act, one or more directors may call a general meeting and the general meeting may deal with the matter.
The Directors have a personal interest in the outcome of each of their respective Resolutions under Resolution 6(a) to (c) (inclusive) and have exercised their right under section 195(4) of the Corporations Act to put the issue of the Director Options to the Directors to Shareholders to resolve upon.
9.5
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
-
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
-
(b)
-
give the benefit within 15 months following such approval,
Page 23
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The issue of the Director Options constitutes giving a financial benefit to related parties of the Company.
Given the personal interests of all the Directors in the outcome of Resolution 6(a) to (c) (inclusive), the Board is seeking Shareholder approval pursuant to Chapter 2E of the Corporations Act in respect of the issue of the Director Options.
9.6
Information required by Chapter 2E of the Corporations Act
Pursuant to and in accordance with section 219 of the Corporations Act, the following information is provided in relation to the proposed issue of the Director Options:
(a) Identity of the related parties to whom Resolution 6(a), (b) and (c) permit financial benefits to be given
Refer to Section 9.3(a) above.
(b) Nature of the financial benefit
Resolution 6(a) to (c) (inclusive) seek Shareholder approval to allow the Company to issue the Director Options in the amounts specified in Section 9.1 to the Directors (or their respective nominees).
The Director Options are to be issued in accordance with the terms and conditions set out in Schedule 3.
The Shares to be issued upon exercise of the Director Options will be fully paid ordinary Shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares. The Company will apply for official quotation of the Shares on ASX.
(c)
Board recommendations
Given the personal interests of all the Directors in the outcome of Resolution 6(a) to (c) (inclusive) the Board declines to make a recommendation to Shareholders in relation to Resolution 6(a) to (c) (inclusive).
(d)
Valuation of financial benefit
The value of the Director Options, based on a valuation completed by internal Company management using the Black & Scholes option model and based on the assumptions, is set out below:
| Assumption | Director Options |
|---|---|
| Valuation date | 26 September 2025 |
| Exercise price | $0.015 |
| Share price | $0.007 |
| Term (years) | 3.26 |
| Risk free interest rate | 3.501% |
Page 24
| Assumption | Director Options |
|---|---|
| Volatility (expected) | 129.53% |
| Indicative value ($) (per Director Option) (rounded to fourth decimal place) |
$0.0047 |
| Quantity | 6,000,000 |
| Value ($) (total) | $28,264 |
| Value ($) (per Director) | $9,421 |
| L Dudfield | $9,421 |
| L Carpene | $9,421 |
| A Ho | $9,421 |
| Total value | $28,264 |
(e) Remuneration of Directors
Refer to Section 9.3(g) above.
(f) Existing relevant interests of Directors
At the date of this Notice, the Directors hold the following relevant interests in Equity Securities of the Company.
| Director | Shares | Options |
|---|---|---|
| Lindsay Dudfield | 60,880,611 | 2,000,000 |
| Liza Carpene | 2,916,666 | 2,000,000 |
| Anthony Ho | - | 2,000,000 |
Assuming that Resolution 6(a) to (c) (inclusive) is approved by Shareholders, all of the Director Options are issued, vest, and are converted into Shares, and no other Equity
Page 25
Securities are issued or converted, the interests of the Directors in the Company would (based on the Share capital as at the date of this Notice) represent:
| Director | Shares | Options |
|---|---|---|
| Lindsay Dudfield | 62,880,611 | 2,000,000 |
| Liza Carpene | 4,916,666 | 2,000,000 |
| Anthony Ho | 2,000,000 | 2,000,000 |
(g) Dilution
The issue of the Director Options will have a diluting effect on the percentage interest of existing Shareholders' holdings if the Director Options are converted to Shares. The potential dilution if all of the Director Options vest and are exercised into Shares is approximately 0.51%. This figure assumes the current Share capital structure as at the date of this Notice and that no Shares are issued other than the Shares issued on conversion of the Director Options.
The conversion of all of the Director Options will result in a total dilution of all other Shareholders' holdings of approximately 0.49% on a fully diluted basis (assuming that all Options, including the Director Options, are converted into Shares). The actual dilution will depend on the extent that additional Shares are issued by the Company.
(h)
Trading history
The highest and lowest closing market sale prices of the Shares on ASX during the 12 months prior to the date of this Notice were:
Highest: $0.011 per Share on 1 October 2025
Lowest: $0.005 per Share on 7 August and 25 July, 7 August and 14 August 2025
The latest available closing market sale price of the Shares on ASX prior to the date of this Notice was $0.011 per Share on 2 October 2025.
(i) Taxation consequences
There are no taxation consequences for the Company arising from the issue of the Director Options (including fringe benefits tax).
(j) Other information
The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 6(a) to (c) (inclusive).
9.7
Additional information
Resolution 6(a) to (c) (inclusive) are separate ordinary resolutions.
Page 26
Schedule 1 Definitions
In the Notice, words importing the singular include the plural and vice versa.
| $ or A$ | means Australian Dollars. |
|---|---|
| 10% Placement Facility | has the meaning given in Section 6.1. |
| 10% Placement Period | has the meaning given in Section 6.2(f). |
| Annual Report | means the Directors’ Report, the Financial Report, and Auditor’s Report, in |
| respect to the year ended 30 June 2025. | |
| ASX | means the ASX Limited (ACN 008 624 691) and, where the context |
| permits, the Australian Securities Exchange operated by ASX Limited. | |
| Auditor’s Report | means the auditor’s report contained in the Annual Report. |
| Board | means the board of Directors. |
| Chair | means the person appointed to chair the Meeting of the Company |
| convened by the Notice. | |
| Company | means Alchemy Resources Limited (ACN 124 444 122). |
| Constitution | means the constitution of the Company as at the date of the Meeting. |
| Corporations Act | means the_Corporations Act 2001_(Cth), as amended. |
| Director | means a director of the Company. |
| Director Options | has the meaning given in Section 9.1. |
| Directors' Report | means the annual directors' report prepared under Chapter 2M of the |
| Corporations Act for the Company and its controlled entities. | |
| Equity Securities | means any Equity Securities of the Company (including Shares, Options |
| and/or Performance Rights). | |
| Explanatory | means the explanatory memorandum which forms part of the Notice. |
| Memorandum | |
| Financial Report | means the financial report contained in the Annual Report. |
| Key Management | has the same meaning as in the accounting standards issued by the |
| Personnel | Australian Accounting Standards Board and means those persons having |
| authority and responsibility for planning, directing and controlling the | |
| activities of the Company, or if the Company is part of a consolidated entity, | |
| of the consolidated entity, directly or indirectly, including any Director | |
| (whether executive or otherwise) of the Company, or if the Company is part | |
| of a consolidated entity, of an entity within the consolidated group. | |
| Listing Rules | means the listing rules of ASX. |
| Meeting | has the meaning given in the introductory paragraph of the Notice. |
| Minimum Issue Price | has the meaning in Section 6.2(e). |
Page 27
| Notice | means this notice of general meeting. |
|---|---|
| Previous Approval | has the meaning given in Section 7.1. |
| Proposed Limit | has the meaning given in Section 8.1. |
| Proxy Form | means the proxy form made available with the Notice. |
| Recommendations | means the 4thEdition of the ASX Corporate Governance Council's |
| Corporate Governance Principles and Recommendations. | |
| Remuneration Report | means the remuneration report contained in the Annual Report. |
| Resolution | means a resolution referred to in the Notice. |
| Schedule | means a schedule to the Notice. |
| Section | means a section of the Explanatory Memorandum. |
| Securities | means any Equity Securities of the Company (including Shares, Options |
| and/or Performance Rights). | |
| Share | means a fully paid ordinary share in the capital of the Company. |
| Shareholder | means the holder of a Share. |
| Variable A | has the meaning given in Section 6.3(d). |
| VWAP | means volume weighted average share price. |
| WST | means Australian Western Standard Time. |
Page 28
Schedule 2 Summary of Material Terms of Plan
The following is a summary of the material terms and conditions of the Plan:
-
( Eligible Participant ): Eligible Participant means a person that:
-
(a) is an ‘ESS participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company for an invitation made on or after 1 October 2022; and
-
(b) has been determined by the Board to be eligible to participate in the Plan from time to time.
-
( Purpose ): The purpose of the Plan is to:
-
(a) assist in the reward, retention and motivation of Eligible Participants;
-
(b) link the reward of Eligible Participants to Shareholder value creation; and
-
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
-
( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion except to the extent that it prevents the Company relying on the deferred tax concessions under Subdivision B3A-C of the Income Tax Assessment Act 1997 (Cth). The Board may delegate its powers and discretion.
-
( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.
On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
-
( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
-
( Terms of Convertible Securities ): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.
Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security.
Unless in ‘Special Circumstances’ (as defined in the Plan) with the consent of the Board, a Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.
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-
( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
-
( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.
A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
-
( Cashless exercise of Convertible Securities ): At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.
-
( Market Value ) means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.
If the difference between the total exercise price otherwise payable for the Convertible Securities being exercised and the then Market Value of the Share at the time of exercise and the exercise price is zero or negative, then the Eligible Participant will not be entitled to use the cashless exercise facility.
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( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
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( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.
Where the Board determines that a Participant has acted fraudulently or dishonestly, acted negligently, acted in contravention of a Group policy or wilfully breached his or her duties to the Group, the Board will deem all unvested Convertible Securities held by that Participant to have been forfeited.
Unless the Board otherwise determines, or as otherwise set out in the Plan rules:
- (a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
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(b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
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( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
-
( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
-
( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.
For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:
-
(a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
-
(b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
-
( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.
Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.
-
( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
-
( Compliance with Applicable Laws ): Notwithstanding the Plan rules or any terms of a Security, no Security may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any applicable laws.
Where monetary consideration is payable by the Eligible Participant, and in respect to Convertible Securities where the Exercise Price on exercise of those Convertible Securities is greater than zero, the Company must reasonably believe when making an invitation:
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-
(a) the total number of Plan Shares that are, or are covered by the Securities that may be issued under an invitation; and
-
(b) the total number of Plan Shares that are, or are covered by the Securities that have been issued, or could have been issued in connection with the Plan in reliance on Division 1A of Part 7.12 of the Corporations Act at any time during the previous three (3) year period prior to the date the invitation is made,
does not exceed:
-
(c) if the Constitution specifies an issue cap percentage, that percentage; or
-
(d) if the Constitution does not specify an issue cap percentage, 5% (or such other maximum permitted under any Applicable Law), of the total number of Shares on issue at the date of the invitation.
-
( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.
No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
- ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.
If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.
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Schedule 3 Terms and conditions of Director Options
The terms and conditions of the Director Options, in this Schedule referred to as ‘ Options ’, are as follows:
-
( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
-
( Expiry Date ): Each Option will expire at 5:00pm (AWST) on 31 December 2028 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
-
( Vesting ): The Options will vest and become exercisable into Shares 12 months from the date of issue subject to the Director being employed or otherwise engaged by the Company or any of its related entities at all times between the date of issue of the Options and the relevant vesting date (subject at all times to the exercise of the Board's discretion, to the maximum extent permitted by law).
-
( Exercise Period ): Subject to paragraph 3, the Options are exercisable at any time on or prior to the Expiry Date.
-
( Exercise Price ): Subject to adjustment in accordance with paragraph 14, the amount payable upon exercise of each Option will be $0.015 ( Exercise Price ).
-
( Quotation of the Options ): The Company will not apply for quotation of the Options on any securities exchange.
-
( Transferability ): The Options are not transferable, unless the transfer is effected by force of law or on death or legal incapacity to the holder’s personal representative.
-
( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and, if applicable, payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and, if applicable, the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
-
( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will, subject to paragraphs 10 and 13:
-
(a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which, if applicable, cleared funds have been received by the Company; and
-
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act.
-
( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.
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( Timing of application for quotation ): If admitted to the official list of ASX at the time, the Company must apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options within 5 Business Days of the exercise.
-
( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
-
( Takeovers prohibition ):
-
(a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and
-
(b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.
-
( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
-
( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
-
( Entitlement to dividends ): The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options without exercising the Options.
-
( Entitlement to capital return ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.
-
( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.
-
( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
-
(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
-
(b) no change will be made to the Exercise Price.
-
( Change in exercise price ): There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).
-
( Voting rights ): The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.
-
( Constitution ): Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company’s constitution.
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Alchemy Resources Limited | ABN 17 124 444 122
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Your proxy voting instruction must be received by 10:00am (AWST) on Wednesday, 19 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Alchemy Resources Limited, to be held at 10:00am (AWST) on Friday, 21 November 2025 at Level 2, 9 Havelock Street West Perth, Western Australia hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 4, 6a, 6b and 6c (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4, 6a, 6b and 6c are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|---|
| 1 | Adoption of the Remuneration Report | |||
| 2 | Re-election of Director – Anthony Ho | |||
| 3 | Approval of 10% Placement Facility | |||
| 4 | Re-approval of Employee Securities Incentive Plan | |||
| 5 | Renewal of Proportional Takeover Provisions | |||
| 6a | Approval of Issue of Director Options - 2,000,000 Director Options to Lindsay Dudfield | |||
| 6b | Approval of Issue of Director Options - 2,000,000 Director Options to Liza Carpene | |||
| 6c | Approval of Issue of Director Options - 2,000,000 Director Options to Anthony Ho | |||
| Please | note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on | a show of | hands or on | |
| a poll and your votes will not be counted in computing the required majority on a poll. |
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
| / | / | ||||||||||||||||||||||||||||||||||||||||
| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |