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ALDORO RESOURCES LIMITED — AGM Information 2025
Oct 13, 2025
64422_rns_2025-10-13_0536a4e0-4f8e-4320-ae90-436f29c26ef8.pdf
AGM Information
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ALDORO RESOURCES LIMITED ACN 622 990 809 NOTICE OF ANNUAL GENERAL MEETING
TIME : 11:00am (AWST) DATE : 20 November 2025 PLACE : Unit 1, 1 Centro Avenue Subiaco WA 6008
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (AWST) on 18 November 2025.
B U S I N ES S OF TH E M EE T I N G
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF MAURO PICCINI
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Mauro Piccini, a Director who was appointed as an additional Director on 23 June 2025, retires, and being eligible, is elected as a Director.”
3. RESOLUTION 3 – RE-ELECTION OF MINLU FU
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of clause 15.2 of the Constitution, and for all other purposes, Dr Minlu Fu, a Director, retires by rotation, and being eligible, is re-elected as a Director.”
4. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution :
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – RATIFICATION OF SHARES ISSUED TO THE KAMEELBURG VENDORS’ NOMINEE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 500,000 Shares to the Kameelburg Vendors’ Nominee on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – RATIFICATION OF TRANCHE 1 SHARES ISSUED TO AMW MINING PTE LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,277,955 Shares to AMW Mining Pte Ltd on the terms and conditions set out in the Explanatory Statement.”
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7. RESOLUTION 7 – RATIFICATION OF TRANCHE 2 SHARES ISSUED TO AMW MINING PTE LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,277,955 Shares to AMW Mining Pte Ltd on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL FOR AN EQUAL CAPITAL REDUCTION AND IN-SPECIE DISTRIBUTION
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
“That, for the purposes of sections 256B and 256C(1) of the Corporations Act, and for all other purposes, approval is given for the Company to reduce its share capital by the Company making a pro-rata in specie distribution of up to 286,449,355 SLZ Consideration Shares to Shareholders registered on the Record Date, on the terms and conditions set out in the Explanatory Statement.”
Dated: 14 October 2025
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Voting Prohibition Statements
| Resolution 1 – Adoption of Remuneration Report |
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. |
|---|---|
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 5 – Ratification of Shares Issued to the Kameelburg Vendors |
The Kameelburg Vendors or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. |
|---|---|
| Resolution 6 – Ratification of Tranche 1 Shares Issued to AMW Mining Pte Ltd |
AMW Mining or any other person who participated in the issue or is a counterparty to the agreement for being approved or an associate of that person or those persons. |
| Resolution 7 – Ratification of Tranche 2 Shares Issued to AMW Mining Pte Ltd |
AMW Mining or any other person who participated in the issue or is a counterparty to the agreement for being approved or an associate of that person or those persons. |
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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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 directions given by the beneficiary to the holder to vote in that way.
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I M P O R T A N T I NF O R MA T I O N
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6559 1792.
Defined terms
Capitalised terms in this Notice of Meeting and Explanatory Statement are defined either in the “Glossary” Section or where the relevant term is first used.
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E X PL A N A T O R Y S T A T EM E N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.aldororesources.com.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
1.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
1.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
1.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.
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2. RESOLUTION 2 – ELECTION OF MAURO PICCINI
2.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.
Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.
Mr Mauro Piccini, having been appointed by other Directors on 23 June 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.
Further information in relation to Mr Piccini is set out below.
| Qualifications, experience and other material directorships |
Mr Piccini is a seasoned Chartered Accountant (CA) and a member of the Governance Institute of Australia (GIA), with extensive expertise in ASX reporting, corporate advisory, and financial management. He has a robust background in publicly listed governance disciplines in addition to preliminary financial assessment. During the past three years, Mr Piccini has served held directorships in other ASX listed companies, including as Non-Executive Chair of Red Mountain Mining Limited (ASX:RDX) (Current); and Non-Executive Director of Aurum Resources Limited (ASX:AUE) (resigned 1 February 2024). |
|---|---|
| Term of office | Mr Piccini has served as a Director since 23 June 2025. |
| Independence | If re-elected, the Board considers that Mr Piccini will be an independent Director. |
| Other material information |
The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Piccini. |
| Board recommendation |
Having received an acknowledgement from Mr Piccini that he will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Mr Piccini since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Piccini) recommend that Shareholders vote in favour of this Resolution. |
2.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Piccini will be elected to the Board as an independent nonexecutive Director.
If this Resolution is not passed, Mr Piccini will not continue in their role as an independent non-executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.
3. RESOLUTION 3 – RE-ELECTION OF MINLU FU
3.1 General
The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Dr Minlu Fu, who has held office without re-election since 29 November 2024 and being eligible retires by rotation and seeks re-election.
Further information in relation to Dr Fu is set out below.
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Qualifications, Dr Fu is a highly accomplished geologist who received his PhD from La Trobe experience and University in 1989. From 1987 to 2000, Dr Fu worked for Western Mining other material Corporation in Australia and China as a research geologist, senior research directorships geologist, and exploration manager. He has significant maiden exploration success which includes the West Musgrave nickel deposit (Western Australia), the Tampakan copper gold deposit (Philippines), and the Ernest Henry copper-gold deposit (Queensland). Notably, Ernest Henry is one of Australia's largest, long-life, lowcost copper-gold projects. Further to Dr Fu's technical involvement with a number of successful ASX listed companies he has also been instrumental in the discovery of the JinxiYelmand epithermal gold deposit, the Huangtupo VMS copper, zinc, gold and silver deposit, the Jinhe copper-gold deposit, the South copper-gold deposit and the Huangtan volcanogenic gold deposit, all of which are based in Xinjiang -PRC. Term of office Dr Fu has served as a Director since 26 August 2024 and was last re-elected on 29 November 2024. Independence Dr Fu is a substantial shareholder in the Company. Accordingly, if re-elected, the Board does not consider that Dr Fu will be an independent Director. Board Having received an acknowledgement from Dr Fu that he will have sufficient recommendation time to fulfil their responsibilities as a Director and having reviewed the performance of Dr Fu since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Dr Fu) recommend that Shareholders vote in favour of this Resolution.
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Dr Fu will be re-elected to the Board as a non-executive Director.
If this Resolution is not passed, Dr Fu will not continue in their role as a non-executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.
4. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
4.1 General
This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
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.
Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company’s market capitalisation is $99 million. The Company is therefore an Eligible Entity.
4.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.
If this Resolution 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 this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
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4.3 Technical information required by Listing Rule 7.3A
| Required information |
Details | |
|---|---|---|
| Period for which the 7.1A Mandate is valid |
The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). |
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| Minimum price | Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. |
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| Use of funds | The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration), the development of the Company’s current business and general working capital. |
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| Risk of economic and voting dilution |
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 6 October 2025. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. Dilution Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution Issue Price $0.220 $0.440 $0.660 50% decrease Issue Price 50% increase Funds Raised Current 225,434,271 Shares 22,543,427 Shares $4,959,553 $9,919,107 $14,878,661 50% increase 338,651,407 Shares 33,865,140Shar es $7,439,330 $14,878,661 $22,317,992 100% increase 450,868,542 Shares 45,086,854Shar es $9,919,107 $19,838,215 $29,757,323 The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. There are currently 225,434,271 existing Shares as at the date of this Notice. 2. The issue price set out above is the closing market price of the Shares on the ASX on 9 October 2025 (being $0.440) (Issue Price*). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised. 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercisedinto Shares beforethe date of issue of theEquity Securities.If theissue of Equity |
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| Required information |
Details |
|---|---|
| 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. 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 8. 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%. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. |
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| Allocation policy under 7.1A Mandate |
The recipients of the Equity Securities to be issued under the 7.1A Mandate 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 7.1A Mandate, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable). |
| Previous approval under Listing Rule 7.1A.2 |
The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 November 2024 (Previous Approval). During the 12 month period preceding the date of the Meeting, being on and from 29 November 2024, the Company has not issued any Equity Securities pursuant to the Previous Approval. |
| 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. Accordingly, a voting exclusion statement is not included in this Notice. |
5. RESOLUTION 5 – RATIFICATION OF SHARES ISSUED TO KAMEELBURG VENDORS’ NOMINEE
5.1 General
On 20 March 2023, the Company announced that it had entered into a binding Heads of Agreement ( Acquisition Agreement ) with Logan Exploration and Investments CC and Okonde Mining and Exploration CC (together, the Kameelburg Vendors ) to acquire an 85% interest in mineral permits EPL 7373, EPL 7372 and EPL 7895 (comprising the Kameelburg Project ) in Namibia ( Acquisition ).
Pursuant to the Acquisition Agreement, the Company agreed to:
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(a) pay NAD500,000 (A$41,300) to the Kameelburg Vendors upon signing the Acquisition Agreement;
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(b) pay NAD2,500,000 (A$201,000) to the Kameelburg Vendors upon completion of the Acquisition; and
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(c) issue 500,000 Shares to the Kameelburg Vendors (or their nominee(s)).
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The Kameelburg Vendors nominated King Frans Indongo ( Kameelburg Vendors’ Nominee ) to receive the consideration shares.
On 13 February 2025, the Company issued 500,000 Shares to the Kameelburg Vendors’ Nominee as part consideration of the Acquisition pursuant to the Acquisition Agreement.
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 500,000 Shares to the Kameelburg Vendors’ Nominee.
5.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.1 above.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
5.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
5.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
5.5 Technical information required by Listing Rules 7.4 and 7.5
| Required information | Details |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
The Kameelburg Vendors’ Nominee. |
| Number and class of Securities issued |
500,000 Shares were issued. |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities were issued. |
13 February 2025. |
| Price or other consideration the Company received for the Securities |
The Shares were issued at a nil issue price as part consideration for the Acquisition, as set out in Section 5.1 above. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue was to satisfy the Company’s obligations under the Acquisition Agreement. |
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| Required information | Details |
|---|---|
| Summary of material terms of agreement to issue |
The Shares were issued under the Acquisition Agreement, a summary of the material terms of which is set out in Section 5.1 above. |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
6. RESOLUTIONS 6 AND 7 – RATIFICATION OF SHARES ISSUED TO AMW MINING PTE LTD
6.1 General
As announced by the Company on 1 July 2025, the Company entered into an agreement with AMW Mining Pte Ltd, a company incorporated in Singapore ( AMW Mining ) to purchase two Nock diamond drill rigs and sufficient drill rods to drill 15,000 meters and allow it to expedite resource definition at the Kameelburg Project ( Purchase Agreement ).
The acquisition of these drill rigs will see the Company in a strong position to expand on the depth that it is currently able to drill which is circa 500 meters in depth. The new rigs will allow the Company to drill to a depth of 700+ meters whilst also having an additional rig to focus on the adjacent carbonatite that has been discovered.
The cost of both drill rigs along with consumables was A$800,000. Pursuant to the Purchase Agreement, the following consideration was payable by the Company to AMW Mining in two tranches:
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(a) Tranche 1 : 1,277,955 Shares issued to AMW Mining (in satisfaction of A$400,000) based on a deemed issue price of $0.313 determined by a 20-day VWAP of the 20 trading days preceding the date of issue) (being the subject of Resolution 6); and
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(b) Tranche 2 : a cash payment of A$400,000 to be made within 12 months of the date of the Purchase Agreement which may, at AMW Mining’s election, be settled by a further issue of 1,277,955 Shares (with the same deemed issue price as Tranche 1) (being the subject of Resolution 7).
The Company issued the first tranche of Shares to AMW Mining on 24 July 2025.
On 18 September 2025, the Company issued a further 1,277,955 Shares to AMW Mining following AMW Mining’s election to receive Shares in lieu of cash, in satisfaction of the second tranche.
Resolutions 6 and 7 seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of:
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(a) 1,277,955 Shares issued on 24 July 2025 under the Company’s Listing Rule 7.1 placement capacity (being the subject of Resolution 6); and
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(b) 1,277,955 Shares issued on 18 September 2025 under the Company’s Listing Rule 7.1 placement capacity (being the subject of Resolution 7),
to AMW Mining, pursuant to the Purchase Agreement.
6.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.1 above.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
6.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 5.3 above.
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The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
6.4 Technical information required by Listing Rule 14.1A
If Resolutions 6 and 7 are passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If Resolutions 6 and 7 are not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
6.5 Technical information required by Listing Rules 7.4 and 7.5
| Required information | Details |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
AMW Mining. |
| Number and class of Securities issued |
Aggregate 2,555,910 Shares were issued on the following basis: (a) 1,277,955 Shares on 24 July 2025 (being the subject of Resolution 6); and (b) 1,277,955 Shares issued on 18 September 2025 (being the subject of Resolution 7). |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities were issued. |
(a) 1,277,955 Shares issued on 24 July 2025 (being the subject of Resolution 6); and (b) 1,277,955 Shares issued on 18 September 2025 (being the subject of Resolution 7). |
| Price or other consideration the Company received for the Securities |
The Shares were issued at a nil issue price, in consideration for the acquisition of two Nock diamond drill rigs. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issues were to satisfy the Company’s obligations under the Purchase Agreement. |
| Summary of material terms of agreement to issue |
The Shares were issued under the Purchase Agreement, a summary of the material terms of which is set out in Section 6.1 above. |
| Voting Exclusion Statement | A voting exclusion statement applies to Resolutions 6 and 7. |
| Compliance | The issues did not breach Listing Rule 7.1. |
7. RESOLUTION 8 – APPROVAL FOR AN EQUAL REDUCTION OF CAPITAL AND IN-SPECIE DISTRIBUTION
As announced on 17 September 2025, the Company has entered into an agreement with SLZ ( SLZ Agreement ) for the sale of 100% of the Niobe and Narndee Projects (including the shares in Gunex), together with EPL 7895 (forming part of the Kameelburg Project that is outside of the Kameelburg Focus Area) ( SLZ Sale Assets ) (the SLZ Transaction ).
The Company intends to distribute SLZ Consideration Shares to be issued under the SLZ Transaction to its Shareholders ( Distribution ), which is intended to be undertaken by way of an equal capital reduction under section 256C of the Corporations Act.
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Resolution 8 seeks the requisite Shareholder approval under section 256C of the Corporations Act to permit the Company to undertake the Distribution ( Distribution Resolution ).
No action has been taken to register or qualify the SLZ Consideration Shares or otherwise permit a public offer of such securities in any jurisdiction outside Australia.
All material to the making of a decision by Shareholders whether or not to approve the Distribution Resolution (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders) is set out in Schedule 1, the accompanying Prospectus and information the Company has previously disclosed to Shareholders.
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GLOSSARY
-
$ means Australian Dollars.
-
7.1A Mandate has the meaning given in Section 4.1 of this Notice.
Acquisition Agreement has the meaning given in Section 5.1 of this Notice.
Acquisition has the meaning given in Section 5.1 of this Notice.
Altilium means Altilium Metals Pty Ltd (ACN 623 990 634).
Annual General Meeting or Meeting means the meeting convened by the Notice.
ARNAK Option means an Option in the ARNAK class, as identified in Section 3.5 of Schedule 1.
ARNO Option means an Option in the ARNO class, as identified in Section 3.5 of Schedule 1.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules or Listing Rules means the Listing Rules of ASX.
ATO means the Australian Taxation Office.
AWST or WST means Australian Western Standard Time as observed in Perth, Western Australia.
Board means the board of directors of the Company.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
-
(a) a spouse or child of the member;
-
(b) a child of the member’s spouse;
-
(c) a dependent of the member or the member’s spouse;
-
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
-
(e) a company the member controls; or
-
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company or Aldoro means Aldoro Resources Limited (ACN 622 990 809).
Conditions means the conditions to completion of the Distribution, as set out in Section 2.6 of Schedule 1.
Constitution means the constitution of the Company.
COY or Coppermoly means Coppermoly Ltd (ACN 126 490 855).
COY Agreement has the meaning given in Section 1.1 of Schedule 1.
COY Sale Assets has the meaning given in Section 1.1 of Schedule 1.
COY Transaction has the meaning given in Section 1.1 of Schedule 1.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company.
Distribution means the in specie distribution described in Section 2 of Schedule 1.
Distribution Resolution means the Resolution for approval of the Distribution, being Resolution 8.
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Distribution Shares means the SLZ Consideration Shares to be distributed to Shareholders in accordance with the ratio set out in clause 2.1.
Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less.
Eligible Shareholder has the meaning given in Section 2.7 of Schedule 1.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means this explanatory statement which accompanies the Notice.
Gunex means Gunex Pty Ltd (ACN 612 870 345).
Ineligible Shareholder means a Shareholder other than an Eligible Shareholder.
Kameelburg Focus Area has the meaning given in Section 3.1.
Kameelburg Project has the meaning given in Section 5.1 of this Notice.
Kameelburg Vendors means Logan Exploration and Investments CC and Okonde Mining and Exploration CC.
Key Management Personnel has the same meaning as in the accounting standards issued by the 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.
Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
NAD means Namibia Dollar, the currency of Namibia.
Notice of Meeting or Notice means this notice of meeting including this Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Performance Right means a security convertible into Shares, subject to certain vesting conditions, and the classes of Performance Rights on issue are as set out in Section 3.5 of Schedule 1.
Prospectus has the meaning given in the Important Information Section.
Proxy Form means the proxy form accompanying the Notice.
Purchase Agreement has the meaning given in Section 6.1 of this Notice.
Record Date means the record date for the Distribution as set out in the timetable in Section 2.6 of Schedule 1.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2025.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Retained Shares means the SLZ Consideration Shares to be retained by the Company in accordance with the ratio set out in clause 2.1.
Schedule means a schedule of this Explanatory Statement.
Sale Agreements means the SLZ Agreement and COY Agreement.
Sale Assets means the SLZ Sale Assets and COY Sale Assets.
Section means a section of this Explanatory Statement, or in Schedule 1 means a section of Schedule 2, unless otherwise stated.
Security means a Share, Option or Performance Right (as applicable).
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SLZ or Sultan means Sultan Resources Limited (ACN 623 652 522).
SLZ Agreement has the meaning given in Section 1.1 of Schedule 1.
SLZ Consideration Shares means the SLZ Shares to be issued to the Company or its nominees under the SLZ Agreement.
SLZ Sale Assets has the meaning given in Section 1.1 of Schedule 1.
SLZ Share means a fully paid ordinary share in the capital of SLZ.
SLZ Transaction has the meaning given in Section 1.1 of Schedule 1.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Transactions means the SLZ Transaction and the COY Transaction.
Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.
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SCHEDULE 1 – DISTRI BUTION RESOLUTION
This Schedule has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Distribution Resolution.
I M P O R T A N T I N F O R M A T I O N
Prospectus
Under applicable ASIC guidelines, the invitation to Shareholders to vote on the Distribution Resolution constitutes an “offer” to transfer SLZ Shares to Shareholders pursuant to the Distribution under Chapter 6D of the Corporations Act and a prospectus is required unless an exemption applies or ASIC provides relief. As no exemptions apply and no relief was obtained, the Company has prepared a prospectus that contains information in relation to SLZ ( Prospectus ).
The Prospectus accompanies this Notice and has been lodged with ASIC at the same time as this Notice. The Company recommends that all Shareholders read the Prospectus carefully in conjunction with this Notice. The Prospectus also allows Shareholders to sell their SLZ Shares within the first 12 months after receiving them without further disclosure.
There is no information known to the Company that is material to the decision by a Shareholder on how to vote on the Distribution Resolution, other than as disclosed in this Notice, the accompanying Prospectus and information that the Company has previously disclosed to Shareholders.
Section references
References in this Schedule to a “Section” is a reference to a section of this Schedule unless stated otherwise.
Purpose of this document
The main purpose of this document is to explain the terms of the proposed In-specie Distribution, and the manner in which the In-specie Distribution (or parts of it) will be implemented (if approved), and to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve the Distribution Resolution to give effect to the In-specie Distribution. This document includes a statement of all the information known to the Company that is material to Shareholders in deciding how to vote on the Distribution Resolution, as required by section 256C(4) of the Corporations Act.
ASIC and ASX
A final copy of this Notice of Meeting and Explanatory Statement has been lodged with ASIC and ASX, together with a copy of the Prospectus that accompanies this Notice of Meeting.
Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document.
Forward looking statements
Some of the statements appearing in this document may be in the nature of forward looking statements. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’, ‘consider’, ‘foresee’, ‘aim’, ‘will’ and similar expressions are intended to identify forward-looking statements. Indications of guidance on future production, resources, reserves, sales, capital expenditure, earnings and financial position and performance are also forward-looking statements.
You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties many of which are outside the Company’s control. Those risks and uncertainties include factors and risks specific to the Company and SLZ such as (without limitation) the status of exploration and mining applications and licences and the risks associated with the non-grant or expiry of those applications and licences, liquidity risk, risks associated with
the exploration or developmental stage of projects, funding risks, operational risks, changes to Government fiscal, monetary and regulatory policies, regulatory approvals, the impact of actions of Governments, the potential difficulties in enforcing agreements, protecting assets and increases in costs of transportation and shipping of international operations, alterations to resource estimates and exploration targets and the imprecise nature of resource and reserve statements, any circumstances adversely affecting areas in which the Company operates, fluctuations in the production, volume and price of commodities, any imposition of significant obligations under environmental regulations, fluctuations in exchange rates, the fluctuating industry and commodity cycles, the impact of inflation on operating and development costs, taxation, regulatory issues and changes in law and accounting policies, the adverse impact of wars, terrorism, political, economic or natural disasters, the impact of changes to interest rates, loss of key personnel and delays in obtaining or inability to obtain any necessary Government and regulatory approvals, the ability to service debt and to refinance debt to meet expenditure needs on any future acquisitions, increased competition, insurance and occupational health and safety. For more information on the risk factors facing SLZ, please refer to Schedule 5.
Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected.
None of the Company, SLZ nor any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not to place undue reliance on those statements.
The forward looking statements in this document reflect views held only as at the date of this document.
Overseas Shareholders
New Zealand
This Notice is not a New Zealand disclosure document and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 (New Zealand) or any other New Zealand law. The offer of Distribution Shares is being made to existing Shareholders in reliance upon the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand) and, accordingly, this Notice may not contain all the information that a disclosure document is required to contain under New Zealand law.
United Kingdom
Neither this Notice nor any other document relating to the Distribution has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ( FSMA )) has been published or is intended to be published in respect of the Distribution Shares.
This Notice does not constitute an offer of transferable securities to the public within the meaning of the UK Prospectus Regulation or the FSMA. Accordingly, this document does not constitute a prospectus for the purposes of the UK Prospectus Regulation or the FSMA.
This Notice is issued on a confidential basis in the United Kingdom to existing Shareholders. This Notice may not be distributed or reproduced, in whole or in part, nor may its
17
contents be disclosed by recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Distribution Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this Notice is being distributed only to, and is directed at, persons (i) who fall within Article 43 (members of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005; or (ii) to whom it may otherwise be lawfully communicated (together “ relevant persons ”). The investments to which this Notice relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Notice or any of its contents.
China
This Notice does not constitute a public offer of Distribution Shares, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) ( PRC ).
The Distribution Shares may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to (i) “qualified domestic institutional investors” as approved by a relevant PRC regulatory authority to invest in overseas capital markets; (ii) sovereign wealth funds or quasigovernment investment funds that have the authorization to make overseas investments; or (iii) other types of qualified investors that have obtained all necessary PRC governmental approvals, registrations and/or filings (whether statutorily or otherwise).
Namibia
This Notice does not, nor is it intended to, constitute an offer to the public or a prospectus prepared and registered under the Namibian Companies Act, No. 28 of 2004, and may not be distributed to the public in Namibia. This Notice may be distributed to, and the Distribution Shares may be distributed, in Namibia only to existing Shareholders. Accordingly, this Notice is only available to the persons to whom it has been addressed and may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in Namibia.
A Shareholder in Namibia, however, may not receive Distribution Shares unless it confirms to the Company that it has obtained approval from the Bank of Namibia.
No financial product advice
This document does not constitute financial product, taxation or investment advice nor a recommendation in respect of the SLZ Shares. It has been prepared without taking into account the objectives, financial situation or needs of Shareholders or other persons. Before deciding how to vote or act, Shareholders should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.
Neither the Company nor SLZ is licensed to provide financial product advice. No cooling-off regime applies in respect of the acquisition of SLZ Shares under the In-specie Distribution (whether the regime is provided for by law or otherwise).
No internet site is part of this document
No internet site is part of this Notice of Meeting and Explanatory Statement. The Company maintains an internet site (http://www.aldororesources.com/). Any reference in this document to this internet site is a textual reference only and does not form part of this document.
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1. BACKGROUND
1.1 Divestment of Non-Core Assets
As announced on 17 September 2025, the Company has entered into the following agreements for a proposed divestment of non-core assets:
-
(a) SLZ Transaction: an agreement with SLZ ( SLZ Agreement ) for the sale of 100% of the Niobe and Narndee Projects (including the shares in Gunex), together with EPL 7895 (forming part of the Kameelburg Project that is outside of the Kameelburg Focus Area) ( SLZ Sale Assets ) (the SLZ Transaction ); and
-
(b) COY Transaction: an agreement with COY ( COY Agreement ) for the sale of 100% of the Wyemandoo Project (including the shares in Altilium) ( COY Sale Assets ),
(together the Sale Agreements ).
The material terms and conditions of the Sale Agreements are summarised in Section 2.10 and a diagram showing the corporate structure of the Company both pre and post completion of the SLZ Transaction and COY Transaction (together, the Transactions ).
1.2 Sale Agreements
Summaries of the material terms and conditions of the Sale Agreements are set out below:
| Clause | SLZ Sale Agreement | COY Sale Agreement |
|---|---|---|
| Consideration | Deposit:$50,000 cash deposit (paid) SLZ Consideration Shares:286,449,355 SLZ Shares Deferred Consideration:$1,500,000, cash payable as follows: (a) $750,000 upon achievement of a Mineral Resource Estimate of at least 25 million tonnes at an average grade equal to or greater than 0.8% Ni from the Projects; and (b) $750,000 upon a decision to mine being made at any of the projects, each within 36 months following completion. |
$100,000 cash The parties have agreed that the COY Sale Assets may be transferred on a progressive basis, as they become capable of transfer, with each tenement making up the COY Sale Assets being given a value of $25,000. |
| Conditions Precedent |
Due Diligence:Completion of due diligence by SLZ. SLZ Shareholder Approval:SLZ shareholders approving the issue of the SLZ Consideration Shares to Aldoro (or its nominee/s) in accordance with the ASX Listing Rules and Corporations Act (if required). Aldoro distribution:Shareholders approving the Distribution (refer to Section 2 below). Regulatory approvals: Receipt of all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law. Third party approvals:Obtaining all third party approvals and consents necessary to complete SLZ Transaction, including assignment and assumption of any agreement affecting the SLZ Sale Assets. |
Due Diligence:Completion of due diligence by SLZ. Gunex Sale:Aldoro completing the disposal of Gunex pursuant to the SLZ Sale Agreement. Regulatory approvals:Receipt of all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law. Third party approvals:Obtaining all third party approvals and consents necessary to complete COY Transaction, including assignment and assumption of any agreement affecting the COY Sale Assets. |
| End Date | 6 months following execution of the Sale Agreement. | |
| Other | In addition to the terms and conditions outlined above, the Sale Agreements include terms and conditions considered standard for transactions of this nature, including representations and warranties provided by each party for the benefit of the other party. |
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1.3 Distribution
The Company intends to distribute SLZ Consideration Shares to be issued under the SLZ Transaction to its Shareholders ( Distribution ). The Distribution is intended to be undertaken by way of an equal capital reduction under section 256C of the Corporations Act.
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2. DISTRIBUTION
2.1 Distribution
The Company seeks Shareholder approval under the Distribution Resolution to enable the Company to reduce its capital by the distribution of specific assets to Shareholders, being up to 286,449,355 SLZ Consideration Shares.
The Corporations Act and the ASX Listing Rules set out the procedure and timing for a capital reduction. Refer to Section 2.6 for an indicative timetable in respect of the Distribution.
The alteration to the Company’s capital and the In-specie Distribution will become effective from the Record Date provided that, after the Record Date has been set, the Directors have not provided a notice to ASX stating that the Company does not intend to proceed with the Distribution.
Assuming that the Conditions are met and that the Company proceeds with the Distribution, the Record Date to determine entitlements of Shareholders to participate in the Distribution is 26 November 2025.
If the Distribution proceeds, Eligible Shareholders will receive a pro rata entitlement to SLZ Consideration Shares and each Eligible Shareholder’s name will be entered on the register of members of SLZ with each Eligible Shareholder having deemed to have consented to becoming a SLZ shareholder and being bound by its constitution.
An Eligible Shareholder's entitlement to SLZ Consideration Shares to be distributed is to be based on the number of Shares on issue, and the number of Shares held, at the Record Date.
Under the Distribution, the Company will nominate its Shareholders as recipients of up to 286,449,355 SLZ Consideration Shares, as follows:
-
(a) in the event the Company has less than or equal to 286,449,355 Shares on issue:
-
(i) each Shareholder will be issued one (1) SLZ Consideration Share for every one (1) Share held on the Record Date; and
-
(ii) the Company will retain any SLZ Consideration Shares not distributed in accordance with paragraph (i) above; or
-
(b) in the event the Company has more than 286,449,355 Shares on issue, all SLZ Consideration Shares will be distributed to all Eligible Shareholders on a pro rata basis.
Due to the outstanding Options and Performance Rights on issue in the Company and potential future issue of Shares by the Company before the Record Date, it is not clear at the date of this Notice how many Shares will be on issue at the Record Date nor therefore what the exact ratio for the Distribution will be. However, based on the Shares on issue as at the date of this Notice, the ratio of the Distribution would be one (1) SLZ Consideration Share for every one (1) Share held.
As at the date of this Notice, the Company has 225,434,271 Shares on issue. In the event that no further Shares are issued prior to the Record Date, 225,434,271 SLZ Consideration Shares will be distributed to Shareholders and 61,015,084 SLZ Consideration Shares will be retained by the Company.
Other than as Shareholders of the Company or as otherwise set out in this Notice, none of the Directors have any interest in the Distribution Resolution.
For further details with respect to the effect of the Distribution Resolution, including the implications for Ineligible Shareholders, please refer to Section 2.10 below.
2.2 Quotation of SLZ Consideration Shares
The SLZ Consideration Shares will be quoted on the ASX.
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2.3 Shareholder Approval
The Distribution is to be undertaken by way of an equal capital reduction of capital under section 256B of the Corporations Act.
Section 256B of the Corporations Act provides that the Company may only reduce its share capital if the reduction:
-
(a) is fair and reasonable to Shareholders as a whole;
-
(b) does not materially prejudice the Company’s ability to pay its creditors; and
-
(c) is approved by Shareholders under section 256C of the Corporations Act.
For the reasons set out in this Schedule, the Directors are of the view that the proposed capital reduction is fair and reasonable to Shareholders and that the reduction of capital will not prejudice the Company’s ability to pay its creditors.
Pursuant to the Distribution Resolution, the Company is seeking Shareholder approval under section 256C of the Corporations Act, and for all other purposes, for the Distribution on the terms and conditions set out in this Notice.
2.4 ASX Listing Rules
ASX Listing Rule 7.17 provides in part that a listed entity, in offering shareholders an entitlement to securities in another entity, must offer those securities pro rata or in such other way as, in the ASX’s opinion, is fair and reasonable in all the circumstances. In addition, there must be no restriction on the number of securities which a shareholder holds before this entitlement accrues. The Distribution satisfies the requirements of ASX Listing Rule 7.17 because the Distribution is being made to Shareholders on a pro rata basis, and there is no restriction on the number of Shares a Shareholder must hold before the entitlement to the Distribution accrues.
2.5 Conditions Precedent
The Distribution is conditional upon the conditions precedent under the SLZ Sale Agreement having been satisfied, including Shareholders passing the Distribution Resolution, and each of the parties to the SLZ Sale Agreement being ready, willing and able to complete the SLZ Transaction ( Conditions ).
The Company will announce satisfaction of the Conditions, together with the final terms of the Distribution and Appendix 3A.5, setting out:
-
(a) a final timetable for the Distribution (to the extent different to the timetable set out in Section 2.6);
-
(b) number of SLZ Consideration Shares to be distributed and ratio of Distribution Shares that Shareholders will be entitled to receive; and
-
(c) the final adjusted exercise price of Options on issue at the Record Date.
2.6 Timetable
The anticipated timetable for the Distribution is set out below.
| Event | Date |
|---|---|
| Annual General Meeting to approve the Distribution and Company announces Conditions satisfied |
11:00am (Perth time) 20 November 2025 |
| Effective Date | 21 November 2025 |
| Last day for trading in “cum return of capital” securities | 24 November 2025 |
| Trading in the re-organised securities on an “ex return of capital” basis commences |
25 November 2025 |
| Record Date | 26 November 2025 |
| Completion of SLZ Transaction, Distribution to Shareholders of Distribution Shares and dispatch of holding statements |
27 November 2025 No later than 12:00 pm (Sydney time) 3 December 2025 |
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These dates are indicative only and may change without notice at the discretion of the Directors, subject to the Corporations Act, ASX Listing Rules and other applicable laws.
2.7 Eligible Shareholders
Based on the information available to the Company, Shareholders whose addresses are shown in the register on the Record Date for the Distribution as being in the following jurisdictions will be entitled to have Distribution Shares distributed to them ( Eligible Shareholders ), subject to any qualifications set out below in respect of that jurisdiction:
-
(a) Australia;
-
(b) New Zealand;
-
(c) United Kingdom;
-
(d) China, where a Shareholder is a
-
(i) qualified domestic institutional investor as approved by the relevant PRC regulatory authorities to invest in overseas capital markets;
-
(ii) sovereign wealth fund or quasi-government investment fund that has the authorisation to make overseas investment; or
-
(iii) another type of qualified investor that has obtained all necessary PRC governmental approvals, registrations and/or filings (whether statutorily or otherwise);
-
(e) Namibia, where the Shareholder has obtained the required exchange control approval; and
-
(f) any other person or jurisdiction in respect of which the Company reasonably believes that it is not prohibited and not unduly onerous or impractical to issue Distribution Shares to a Shareholder with a registered address in such jurisdiction.
Nominees, custodians and other Shareholders who hold Shares on behalf of a beneficial owner resident outside Australia, New Zealand and the United Kingdom, may not forward this Notice (or any accompanying document) to anyone outside these countries without the consent of the Company, except nominees and custodians may forward the Notice to any beneficial shareholder who, if in China, is a person that satisfies the relevant criteria above.
2.8 Ineligible Shareholders
The Distribution of SLZ Consideration Shares under the reduction of capital and in-specie distribution to Shareholders with registered addresses outside Australia is subject to legal and regulatory requirements in those relevant overseas jurisdictions.
As at the date of this Notice, the Company does not have any Shareholders with an address that is outside of Australia, New Zealand, the United Kingdom, China or Namibia. Accordingly, there are no Ineligible Shareholders as at the date of this Notice.
In the event there are Ineligible Shareholders as at the Record Date, and the Company has determined that it would be unreasonable to distribute SLZ Consideration Shares to those Ineligible Shareholders having regard to:
-
(a) the number of Shareholders with addresses outside of Australia, New Zealand, the United Kingdom, China and Namibia;
-
(b) the number and value of Distribution Shares those Shareholders would otherwise have been entitled; and
-
(c) the cost of complying with the legal requirements, and requirements of regulatory authorities, in each of the countries concerned,
the Company intends to appoint a sale nominee in accordance with Section 2.9 below.
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2.9 Sale Nominee
Ineligible Shareholders will have their entitlement to Distribution Shares sold by a sale nominee to be appointed in the event there are Ineligible Shareholders ( Sale Nominee ).
Ineligible Shareholders on the Record Date will not be issued the Distribution Shares. Instead, the Distribution Shares to which Ineligible Shareholders would have otherwise been entitled will be transferred to the Nominee to be held on their behalf, pending a sale opportunity, which may include the sale of the securities on ASX or another prescribed financial market.
The Nominee will sell those Distribution Shares at such price and on such terms as the Nominee determines in good faith and at the risk of Ineligible Shareholders. The Nominee will deal with the Ineligible Shareholders’ Distribution Shares on a best efforts only basis with a view to delivering value to the Ineligible Shareholder.
None of the Nominee, the Company or SLZ accept any liability to the Ineligible Shareholders for any loss that may be suffered as a result of the sale of the Distribution Shares, including in connection with foreign exchange rates.
Following sale of the Distribution Shares, the Nominee will then pay the net proceeds from the sale of any such Distribution Shares to the Ineligible Shareholder (after deducting any applicable brokerage, duty and other selling costs, taxes and charges) rounded down to the nearest cent.
As the return of capital and in-specie distribution is being represented and satisfied by the distribution of SLZ Consideration Securities and the market price of SLZ’s securities may vary from time to time (assuming a liquid market is available), there is no guarantee as to the value that might be realised from the sale of the Distribution Shares by the Nominee, and the net proceeds of sale to such Ineligible Shareholders may be more or less than the notional dollar value of the reduction of capital.
2.10 Implications of Distribution
If the Distribution Resolution is passed, all other Conditions are satisfied and the Distribution proceeds:
-
(a) Eligible Shareholders will receive Distribution Shares in the manner contemplated by Section 2.1;
-
(b) SLZ will make application for quotation of all SLZ Consideration Shares, following which Eligible Shareholders will hold tradeable SLZ Shares;
-
(c) Eligible Shareholders will not be required to contribute payment for the Distribution Shares received;
-
(d) Ineligible Shareholders may receive sale proceeds from the Sale Nominee in the manner contemplated by Section 2.8;
-
(e) Shareholders may have tax implications as a result of the Distribution in the manner contemplated by Section 8;
-
(f) the number of Options and Performance Rights on issue will remain the same, however the exercise price of Options currently on issue will be amended as a result of the Distribution as set out in Section 3.6 below;
-
(g) the number of Shares held by each Shareholder will not change as a result of the Distribution; and
-
(h) the value of Shares may be less than the value prior to the Distribution, as a result of the Company: (i) no longer holding a direct interest in the SLZ Sale Assets; and
-
(ii) holding a lesser indirect interest in the SLZ Sale Assets through any Retained Shares (and potentially no interest, depending on the number of Shares on issue at the Record Date),
24
provided that the size of any decrease in value of the Shares cannot be predicted and will be dependent on the value ascribed to the SLZ Sale Assets by investors.
In the event that Shareholder approval of the Distribution Resolution is not obtained, unless the parties renegotiate the SLZ Sale Agreement, the SLZ Transaction will not proceed and the Distribution of SLZ Consideration Shares to Shareholders will not occur. In such circumstances, the Board may consider other alternatives for realising value from the SLZ Sale Assets or may elect to retain and continue exploration at the Projects comprised in the Sale Assets.
In order to be entitled to Distribution Shares, Option and Performance Right holders must exercise or convert their Options or Performance Rights and be registered on the Company’s Share registered as the holder of the Shares issued on the Record Date.
Refer to Section 3.5 for details with respect to the Company’s capital structure (including the Options and Performance Rights currently on issue) as at the date of this Notice.
2.11 Advantages
The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Distribution Resolution:
-
(a) the Company will be able to focus its full attention and resources on its flagship Kameelburg Project, with a view to delivering value to Shareholders through further exploration and development activities;
-
(b) Shareholders will retain their current shareholding in the Company and also receive a proportional shareholding in SLZ (other than the Ineligible Shareholders as outlined in Section 2.8), allowing Shareholders to maintain the opportunity to participate in any upside of the SLZ Sale Assets.
-
(c) The SLZ Transaction and the Distribution allows Shareholders to realise the value in the SLZ Sale Assets. The value of the SLZ Consideration Shares to be received has an implied value of approximately $0.009 per Share[1] .
-
(d) SLZ is an ASX listed Company and the SLZ Consideration Shares will be quoted on the ASX.
-
(e) Eligible Shareholders will collectively retain a 26.20% interest in the SLZ Sale Assets through their individual pro-rata holdings of Distribution Shares (on an undiluted basis).[2]
-
(f) The Company will retain a 7.09% interest in the SLZ Sale Assets through its holding of Retained Shares (on an undiluted basis).[3]
-
(g) Following the proposed SLZ Transaction, and subject to the availability of funding, SLZ will be well placed to better focus on and to advance the SLZ Sale Assets with a view to unlocking value for its shareholders.
-
(h) For as long as SLZ is listed on ASX it will be subject to ASX continuous disclosure obligations and Shareholders will have access to updates from SLZ regarding development of the SLZ Sale Assets.
2.12 Disadvantages
The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Distribution Resolution:
- (a) Shareholders will become holders of SLZ Shares and the objectives and interests of SLZ may not align with those of Shareholders.
1 Based on the price of SLZ Shares of $0.009 per SLZ Share under a capital raising announced by SLZ on 13 October 2025.
2 Assuming 225,434,271 SLZ Consideration Shares are issued to Shareholders under the Distribution and all SLZ Shares contemplated by the SLZ announcement dated 13 October 2025 are issued.
3 Assuming 61,015,084 SLZ Consideration Shares are issued to the Company and all SLZ Shares contemplated by the SLZ announcement dated 13 October 2025 are issued.
25
-
(b) SLZ holds other projects and there is no guarantee that SLZ will commit expenditure to the SLZ Sale Assets.
-
(c) There is no guarantee that the SLZ Shares will rise in value.
-
(d) Shareholders will have a diluted interest in the SLZ Sale Assets through their shareholding in SLZ and the Company.
-
(e) Future exploration programs will depend on SLZ’s ability to raise new equity or debt capital. Unless alternate arrangements can be achieved, SLZ will need to obtain adequate funding to continue its stated business objectives and exploration programs, which may not be achieved.
-
(f) There may be a taxation consequence in respect of the distribution of SLZ Consideration Shares to the Shareholders. Details of the general Australian taxation effect of the transaction are set out in Section 2.15 of this Explanatory Statement.
-
(g) Shareholders may incur additional transaction costs if they wish to dispose of their Distribution Shares (for example, brokage costs).
2.13 Directors' recommendation
After considering all relevant factors, the Directors unanimously recommend that Shareholders vote in favour of the Distribution Resolution for the following reasons:
-
(a) after a full and proper assessment of all available information, the Directors believe that the proposed Distribution of the SLZ Consideration Shares, following completion of the SLZ Transaction, is in the best interests of Shareholders and the Company;
-
(b) in the opinion of the Directors, the advantages of the Distribution outweigh its disadvantages as set out in Section 1.3; and
-
(c) the Directors are satisfied that the Distribution is the best option available to realise the value of the SLZ Sale Assets in the current circumstances.
The Board unanimously recommends to Shareholders that the Distribution be approved.
Each Director who holds or controls Shares intends to vote (or cause to be voted) such Shares in favour of the Distribution (representing approximately 35.82% of the total Shares currently on issue as at the date of this Notice).
3. OVERVIEW OF THE COMPANY
3.1 Overview
The Company is listed on the ASX with mineral exploration and development its primary purpose. The Company holds interests in the following mineral exploration projects ( Projects ):
| Project | Tenements | Tenements | Mineralisation | Location |
|---|---|---|---|---|
| Kameelburg Project1 | EPL 7372 | EPL 7373 | Rare Earth Elements and Niobium | Namibia |
| EPL 7895 | ||||
| Niobe Project | P59/2137 | Lithium-rubidium-tantalum | Western Australia |
|
| Narndee Project2 | E59/2258 | Nickel-copper-platinum group elements |
Western Australia |
|
| Wyemandoo Project3 | E57/1017 | E58/555 | Lithium-rubidium | Western Australia |
| E58/571 | E59/2431 | |||
| Notes: |
-
The Company holds an 85% joint venture interest in the permits making up the Kameelburg Project.
-
Held by the Company’s wholly owned subsidiary, Gunex Pty Ltd ( Gunex ).
-
Held by the Company’s wholly owned subsidiary, Altilium Metals Pty Ltd ( Altilium ).
26
The Company’s current flagship project is the Kameelburg Project, made up of EPL 7373, EPL 7372 and EPL 7895, located in Namibia, Southwest Africa. The Kameelburg Project is north of the Namibian capital, Windhoek, in the Damara Orogenic Belt, which is host to numerous carbonatites. Aldoro’s focus is Rare Earth Elements and Niobium hosted in carbonatites located within EPL 7372 and 7373 ( Kameelburg Focus Area ).
Refer to Sections 3.4 and 4, and the Company’s ASX announcements, for further detail with respect to the Projects.
3.2 Future of the Company following completion of the Distribution and Transactions
On completion of the Distribution, the Company will no longer have a direct interest in Gunex or the SLZ Sale Assets. Subject to completion of the Transactions, the Company will continue to pursue its retained interest in the Kameelburg Project (EPL 7373 and EPL 7372).
3.3 Future of the Company if the Distribution is not approved
In the event Shareholders do not approve the Distribution, the Company will not be able to dispose of its interest in the Sale Assets to SLZ and complete the SLZ Transaction, and the Distribution will not proceed. In these circumstances, Shareholders will not receive any SLZ Consideration Shares.
The COY Transaction is conditional on the Company completing the disposal of Gunex. Therefore, if the Distribution is not approved by Shareholders or the SLZ Transaction is otherwise not completed, the Company will not be able to proceed with completion of the COY Transaction, unless waived by COY.
If the Distribution is not approved, the Company will continue to operate with its interest in the Sale Assets and will continue to pursue its exploration interest in the Kameelburg Project. In such circumstances, the Company may assess other opportunities to realise value for the Sale Assets.
3.4 The Kameelburg Project
Overview
The Kameelburg Project is located in Namibia, Southwest Africa, north of the capital Windhoek in the Damara Orogenic Belt, host to numerous carbonatites. Aldoro’s focus is Rare Earth Metals and Niobium hosted in carbonatites. The project is a joint venture with a local businessman with Aldoro holding 85% equity in the partnership. Three Exploration Prospecting Licences (EPL’s) covering 1,017km2 make up the project area and contains the Kameelburg (AKA Ondurakorume) Carbonatite system. Kameelburg rises 276m above the peneplain and forms a plug-like feature 1.4km in diameter rimed by ring dykes intruding the local syenite host.
Location and Infrastructure
The Kameelburg Project is located approximately 300 kms north of Windhoek (capital of Namibia) and 60 kms southwest of Otjiwarongo along well-maintained bitumen roads. The project is attractive from both a mineralisation and infrastructure point of view:
-
(a) the Industrial Port of Walvis Bay is 355 kms southwest of Kameelburg, which are connected by the TransNamib heavy haul freight railway (passing within 2 km of Kameelburg);
-
(b) the bitumen C33 highway passes within 300m of the carbonatite.
-
(c) a 220kV hydropower transmission line passes within 7km of Kameelburg, the main line to from the Angola Boarder to the capital Windhoek; and
-
(d) the nearest township of Otiwarongo which services the Tsumeb copper mines has a population of 28,000 is located 60km from the Project.
27
==> picture [331 x 266] intentionally omitted <==
Figure 1: Kameelburg Project location map showing the projects proximity to rail, power, roads, port (Walvis Bay) and service towns (Otjiwarongo). Datum WGS84_33S.
Geology
The Kameelburg Project is located in the northern Central Damara Orogenic Belt in Namibia and covers the Cretaceous Kameelburg Carbonatite plug and associated radial dykes intruding precursor syenites in the older host Neoproterozoic marbles and schists. The plug is approximately 1.4km in diameter and rises up to 276m above the surrounding peneplain. The intrusion consists of an initial pre-curser phase of nepheline syenite/syenite followed by two sovite and three beforsite phases with remanent rafts of volcanic breccia and syenite, the vestiges of earlier intrusive phases. (Verwoerd,2008)
The country rock consists of marbles, quartzites, mica schists of the Damara Supergroup. Rare earth metals are known to occur in all three phases with higher concentrations in the more magnesium and iron rich beforesites. Initial mineral investigations were conducted in the late 1960’s early 1970’s by AMCOR and the project lay dormant until 2012-2015 when it was investigated by a private company for REE and phosphates but low commodity prices during this period ended investigations.
==> picture [375 x 234] intentionally omitted <==
28
Figure 2: Geological Map of the Kameelburg Carbonatite derived from published data (after Prins, 1981). Datum WGS84_33S.
Historical Results
Refer to the Company’s announcements for historical exploration results and sampling on the Kameelburg Project.
The Forward work programme aim to develop a metallurgical flow sheet for the recovery of REE and Niobium, conduct targeting geochemical sampling and geological mapping aided by high resolution photography towards developing a mineralisation model and provide data for drilling. The targeted drilling will enable the establishment of a resource model aided by the digital elevation model (DEM) from the orthophotos.
3.5 Capital Structure
The Distribution itself will not have any impact on the number of Securities in the Company on issue. Below is a table showing the Company’s capital structure pre and post the SLZ Transaction and the Distribution (assuming that no convertible securities on issue in the Company are converted to Shares prior to the Record Date).
| Shares | Options1 | Performance Rights1 | ||||
|---|---|---|---|---|---|---|
| Securities | 225,434,271 | 45,287,032 | 10,220,000 | |||
| Notes: 1. Comprising of: Options Number Quoted Options (ARNO) 30,697,032 Unquoted Options (ARNAK) 14,590,000 Performance Rights Number Class C 970,000 Class D 1,000,000 Class E 5,000,000 Class F 3,250,000 |
||||||
| Options | Number | Exercise Price | Expiry Date | |||
| Quoted Options (ARNO) |
30,697,032 |
$0.12 | 1 June 2029 | |||
| Unquoted Options (ARNAK) |
14,590,000 |
$0.25 | 9 September 2026 | |||
| Performance Rights | Number | Vesting Condition | Expiry Date | |||
| Class C | 970,000 | Vested | 19 December 2027 | |||
| Class D | 1,000,000 | Vested | 1 July 2028 | |||
| Class E | 5,000,000 | Vested | 1 July 2028 | |||
| Class F | 3,250,000 | Vested | 1 July 2028 |
3.6 Option Exercise Price Adjustments
Under ASX Listing Rule 7.22.3, where a company undertakes a return of capital, the number of options on issue must remain the same, and the exercise price of each option must be reduced by the same amount as the amount returned in relation to each ordinary security.
As a result of the above, assuming each SLZ Consideration Share has a value of $0.009 (being the price at which SLZ raised funds under a capital raising announced on 13 October 2025), the exercise price of each class of Options on issue will be decreased by a corresponding amount as a result of the Distribution. Should this occur, the Options on issue following completion of the Distribution will be as follows:
| Options | Number | Exercise Price | Expiry Date |
|---|---|---|---|
| Quoted Options (ARNO) |
30,697,032 |
$0.111 | 1 June 2029 |
| Unquoted Options (ARNAK) |
14,590,000 |
$0.241 | 9 September 2026 |
3.7 Directors’ interests
The table below sets out the number of securities in the Company held by the Directors at the date of this Notice and also the number of SLZ Consideration Shares they are likely to have an interest in if the Distribution Resolution is passed and implemented:
29
| Director | Shares | Options | Performance Rights | Distribution Shares |
|---|---|---|---|---|
| Ms Quinn Lee3 | 35,823,131 | 5,556,140 | Nil | 35,823,131 |
| Dr Minlu Fu4 | 44,928,013 | 6,581,647 | 10,220,000 | 44,928,013 |
| Mr Mauro Piccini | Nil | Nil | Nil | Nil |
Notes:
-
Assuming the ratio for the Distribution will be one (1) SLZ Distribution Share for every one (1) Share held by Shareholders on the Record Date.
-
Assuming neither Ms Lee nor Dr Lu exercise any Options or convert any Performance Rights prior to the Record Date.
-
Comprising of:
-
(a) 4,211,932 Shares and 149,833 ARNO Options held directly; and
-
(b) 31,611,199 Shares, 3,993,450 ARNO Options and 1,142,857 ARNAK Options held indirectly through Custom Group Investments Pty Ltd (a company controlled by Ms Lee), SQ1 Group Pty Ltd (a company controlled by Ms Lee) and Liqun Li Super Pty Ltd .
-
Comprising of:
-
(a) 6,660,000 Shares and 3,165,000 ARNO Options held directly;
-
(b) 36,568,013 Shares, 2,259,504 ARNO Options, 970,000 Class C Performance Rights, 1,000,000 Class D Performance Rights, 5,000,000 Class E Performance Rights and 3,250,000 Class F Performance Rights held indirectly through Lizeng Pty Ltd; and
-
(c) 1,700,000 Shares and 1,157,143 ARNAK Options held indirectly through HongKong Ausino Investment Limited (an entity controlled by Dr Fu).
None of the Directors have an interest in any securities in SLZ at the date of this Notice.
3.8 Directors’ remuneration
In accordance with the Constitution, the Shareholders have approved an aggregate amount of up to $300,000 per annum to be paid as non-executive Directors’ fees.
Directors have received the following remuneration for the preceding two financial years (excluding superannuation entitlements and non-cash or equity benefits):
| Director | Financial Year Ended 30 June 2024 |
Financial Year Ended 30 June 2025 |
Financial Year Ending 30 June 2026 |
|---|---|---|---|
| Ms Quinn Lee | $14,486 | $151,333 | $200,000 |
| Dr Minlu Fu1 | Nil | Nil3 | Nil3 |
| Mr Mauro Piccini2 | Nil | $8754 | $42,000 |
Notes:
-
Appointed on 30 August 2025.
-
Appointed on 23 June 2025.
-
Dr Fu is eligible to receive directors fee of $35,000 for the period from 1 September 2024 to 30 June 2025 and $42,000 for the financial year ending 30 June 2026. He has elected to waive this fee for the foreseeable future.
-
Mr Piccini was appointed on 23 June 2025 and accrued $875 to 30 June 2025.
3.9 The effect of the proposed equal reduction of capital on the Company
If the Distribution is approved, the share capital of the Company will be reduced by the value of 225,434,271 SLZ Consideration Shares. A valuation of the SLZ Consideration Shares as at the date of this Notice is provided at Section 2.11(c) of this Explanatory Memorandum.
The value of the SLZ Consideration Shares, and therefore the reduction in the share capital of the Company, is calculated based upon the quoted price per SLZ Share on the ASX, which is likely to change between the date of this Notice and the date of the Distribution. Subject to the passing of the Distribution Resolution, the Company will advise Shareholders of the value of the reduction of capital per Share as at the date of the Distribution.
A pro forma statement of financial position of the Company as at 30 June 2025 is set out in Section 3.10 of this Explanatory Memorandum which shows the financial impact of the capital reduction on the Company.
30
3.10 Company Pro Forma Balance Sheet
| Notes | Balance Sheet as at 30 June 2025 (Audited) $ |
Pro Forma Adjustments $ |
Pro Forma Balance Sheet (Unaudited) $ |
|
|---|---|---|---|---|
| ASSETS Current Assets Cash and cash equivalents |
932,164 | - | 932,164 | |
| Trade and other receivables | 177,093 | - | 177,093 | |
| Total current assets | 1,109,257 | - | 1,109,257 | |
| Non-Current Assets Financial assets |
1, 2 | - | 549,136 | 549,136 |
| Exploration asset | 4,380,652 | (2,316,219) | 2,064,433 | |
| Property, plant and equipment |
515,026 | - | 515,026 | |
| Total non current assets | 4,895,678 | (1,767,083) | 3,128,595 | |
| TOTAL ASSETS | 6,004,935 | (1,767,083) | 4,237,852 | |
| LIABILITIES Current Liabilities Trade and other payables |
206,192 | - | 206,192 | |
| Total current liabilities | 206,192 | - | 206,192 | |
| TOTAL LIABILITIES | 206,192 | - | 206,192 | |
| NET ASSETS | 5,798,743 | (1,767,083) | 4,031,660 | |
| EQUITY Issued capital |
25,514,239 | - | 25,514,239 | |
| Reserves | 12,903,344 | - | 12,903,344 | |
| Accumulated losses | 1,2 | (32,618,840) | (1,767,083) | (34,385,923) |
| TOTAL EQUITY | 5,798,743 | (1,767,083) | 4,031,660 |
Notes:
-
Sale of the SLZ Sale Assets and 100% of the total shares on issue in Gunex to SLZ. The SLZ Consideration Shares are valued at the price at which SLZ Shares are to be issued in accordance with the capital raising announced on 13 October 2025 of $0.009 per SLZ share (286,449,355 x $0.009 = $2,578,044).
-
Distribution of 225,434,271SLZ Consideration Shares to Shareholders as an In-Specie Dividend (225,434,271 x $0.009 = $2,028,908).
31
3.11 Corporate Structure
PRE-TRANSACTIONS
==> picture [405 x 228] intentionally omitted <==
----- Start of picture text -----
Aldoro Resources
Limited
(ACN 622 990 809)
100% 100% 100% 85%
Aldoro Resources Kameelburg
Altilium Metals Pty Namibia Pty Ltd Exploration and
Gunex Pty Ltd
Ltd (an entity Mining Pty Ltd
(ACN 612 870 345)
(ACN 623 990 634) incorporated in (an entity
Namibia) incorporated in
ibi )
----- End of picture text -----
POST-TRANSACTIONS
==> picture [407 x 197] intentionally omitted <==
----- Start of picture text -----
Aldoro Resources Limited
(ACN 622 990 809)
100% 85%
Kameelburg Exploration and Mining Pty
Aldoro Resources Namibia Pty Ltd
Ltd
(an entity incorporated in Namibia)
(an entity incorporated in Namibia)
----- End of picture text -----
3.12 The effect of the proposed equal reduction of capital on Shareholders
Capital structure and ratio of Distribution
The SLZ Consideration Shares will be distributed to Eligible Shareholders on a pro- rata basis. Eligible Shareholders will not be required to pay any additional consideration for the SLZ Consideration Shares. The terms of the capital reduction are the same for each Shareholder (subject to Section 2).
As at the date of this Notice, the Company has 225,434,271 Shares, 45,287,032 Options and 10,220,000 Performance Rights on issue.
No additional Securities will be issued as a result of the Distribution.
The Directors propose to distribute up to 286,449,355 SLZ Consideration Shares to the Eligible Shareholders on the Record Date in the manner set out in Section 2.1 of this Explanatory Memorandum. Based on 225,434,271 Shares being on issue on the Record Date, the ratio
32
for distribution will be 1 SLZ Consideration Share for every 1 Share held by Shareholders on the Record Date and the Company will retain 61,015,084 SLZ Consideration Shares.
Financial impact
Section 3.10 contains a pro forma balance sheet as at 30 June 2025 for the Company showing the financial impacts of the SLZ Transaction and the Distribution on the Company.
Following the Distribution, the number of Shares held by Shareholders will not change, and Shareholders will retain their current percentage shareholding interest in the Company. However, if the Distribution is implemented, the value of the Shares may be less than they would otherwise be if the Distribution had not occurred.
The decrease in value of the Shares is equal to the value of the 225,434,271 SLZ Consideration Shares which would be distributed to Shareholders on implementation of the Distribution.
The rights attaching to Shares will not be altered by the Distribution.
Taxation implications
A general guide to the Australian taxation implications of the capital reduction (and the Distribution in general) is set out in Section 8. This guide is expressed in general terms and is not intended to provide specific tax advice in respect of the individual circumstances of any Shareholder, and Shareholders should not rely on this guide in substitution for specific tax advice on their own affairs. Shareholders should obtain professional advice as to the taxation consequences of the capital reduction in their specific circumstances.
Given the capital reduction is equal and the Company will still have positive net assets following the Distribution, the Directors consider the capital reduction is fair and reasonable to Shareholders as a whole.
33
4. OVERVIEW OF THE SLZ SALE ASSETS
4.1 Narndee Igenous Complex – 90km SSW Mount Magnet, Western Australia
Overview
The Narndee Project covers a large portion of the ultramafic zone of the Narndee Igneous Complex (NIC) and considered a Ni-Cu-PGE target based on historical sampling and drilling results and has been compared to the Bushveld Complex model for mineralisation. Past explorers have reported drill intersections with anomalous grade however, resource size has eluded discovery perhaps due to the complex deformation history and applying the right technique to discriminate mineralisation from the fractured and secondary altered geophysical signatures.
Historical Results
Refer to the Company’s announcements for historical exploration results on the Narndee Project.
Further Potential
Aldoro Resources compiled the historical data sets and remodelled the geophysical data, aeromagnetic and REPTEM surveys and found them deficient in resolving geophysical signatures in resolution and depth. Two VTEM Max surveys were flown in 2020/2021 over the majority of the project area generating a number of EM anomalies. These anomalies were followed up on the ground with fixed loop and moving loop EM systems highlighting the VC01, VC03 and VC11 areas. Drilling into these geophysical targets with diamond and RC drilling techniques at VC01 intersected both massive and disseminated sulphides.
==> picture [306 x 288] intentionally omitted <==
Figure 3. Plan projection showing completed and planned drillhole pierce points of the VC1 target and interpretation of the magmatic sulphide footprint. Note, NDP means a planned pierce point.
Concern was expressed about the depth penetration of the EM techniques and ability to resolve sulphide mineralisation so ground IP gradient array and sounding methods were adopted over the key areas identified in the VTEM survey. The ground IP identified a number of chargeability anomalies with resistivity features that were interpreted as fault released or discrete possible contact related. Drilling these features in late 2022 to 2023 by diamond core and RC drilling methods which discriminated the Eastern anomaly, a faultcontrolled contact anomaly with a 900m strike extent and plunging to the north.
34
In summary, the potential areas of the economically significant massive and disseminated sulphides has been elusive, but indications to date suggest the potential for such deposits may exist. Current drilling is targeting areas around NDD0032 and INCO’s Four Corner Bore.
4.2 Niobe Project - 40km S Leinster, WA
Overview
The Niobe Rb-Li Project consists of a 195ha mining lease application over part of the Dalgaranga-Mount Farmer pegmatite swarm located approximately 70km northwest of Mount Magnet. Some 19 mapped pegmatites lie within the licence and intrude a metagabbro sill from the Dalgaranga Greenstone Belt. The outcropping pegmatite dykes strike up to 1000m in length, generally trend NE and contain dilations up to 50m wide with shallow to moderate dips of 30-40 degrees to the northwest. Four of the pegmatites have been historically investigated for tantalum and one (Niobe) mined for tantalum, but no systemic investigation of their lithium or Rubidium potential had been untaken before Aldoro acquired the licence.
The zoned fractioned pegmatites are mineralised with a suite of tantalum and lithium minerals which appear to be consistent with LCT type pegmatites and are enriched in Li, Cs, Be, Ta, Nb and Rb. The limited historical analytical data from drill, rock and costean samples analysed 35 years ago indicated Li2O values up to 1.29%, 0.34% and 2.13% respectively. Petrology and sample descriptions identified the lithium – rubidium minerals as zinnwaldite, lepidolite and minor possibly spodumene.
Aldoro have conducted two RC drilling programme for 115 holes for 7,318m and with the historical 40 holes analysed for lithium suite elements have been modelled to produce a 4.6Mt inferred mineral resource at 0.17% Rb2O and 0.07% Li2O (refer to announcement released by the Company on 12 October 2022[4] ).
==> picture [346 x 262] intentionally omitted <==
Figure 4: Overview of Aldoro RC drilling relative to the mapped pegmatite dykes.
Historical Results and Resource
Refer to the Company’s announcements for historical exploration results and resource estimates on the Niobe Project.
4 The Company confirms that it is not aware of any new information or data that materially affects the information included in this announcement and that all material assumptions and technical parameters underpinning the estimates in this announcement continue to apply and have not materially changed.
35
5. OVERVIEW OF SLZ
5.1 Overview
SLZ has built a portfolio of mineral exploration projects in Australia that are prospective for gold, copper, nickel and cobalt. The Company listed on the Australian Securities Exchange (ASX) on 15 August 2018 under the code SLZ.
SLZ’s project portfolio comprises of:
-
(a) the Lachlan Fold Belt Project, comprising of three granted gold and copper exploration licences located in central New South Wales;
-
(b) the Lake Grace Project, comprising of eight granted exploration licences for the Lake Grace Gold Project and Lake Grace Nickel/Cobalt Project, located approximately 250km southeast of Perth, WA; and
-
(c) the Thanduna Project comprising of a granted tenement prospective for gold, copper and other minerals near Meekatharra, Western Australia.
For further details about SLZ’s current operations, all announcements released by SLZ to ASX can be accessed at the ASX announcement platform available on ASX’s website (www.asx.com.au, ASX: SLZ).
5.2 SLZ Board of Directors
The SLZ Board of Directors presently comprises of:
Lincoln Liu – Non-Executive Chairman
Mr Liu has acted in various roles as advisor to numerous mining companies across several commodities and particularly in their growth phase. He has worked in the Australian equities market for 15 years. His experience includes trading, equities research and investment banking having completed several IPO, capital raising, M&A, and private equity deals. He is the founder of a Sydney based corporate advisory firm servicing a range of growth companies in the mining and technology sectors.
Jeremy King – Non-Executive Director
Mr King is a corporate lawyer and adviser with over 20 years’ experience in domestic and international legal, financial and corporate matters. Mr King is a director of a boutique corporate advisory and compliance business where he specializes in corporate and strategic advice and managing legal issues associated with clients. He spent several years in London where he worked with Allen and Overy LLP and Debevoise & Plimpton LLP and has extensive experience, particularly in relation to cross border private equity, leveraged buy-out acquisitions and acting for banks, financial institutions and corporate issuers in respect of various debt and equity capital raisings. He regularly advises ASX listed companies on corporate and commercial matters.
Mark Mitchell - Non-Executive Director
Mr Mitchell has been a geologist for over 35 years in exploration in rare metals, lithium and base metals in Australia and international jurisdictions. He has significant experience ranging from targeting through to resource evaluation and has been successful in the discovery of several mineral deposits in Australia. He has acted in the capacity of company liaison representative on various research projects with AMIRA, CET, GRC as well as a brief period on the CME Exploration committee. He has geological membership with the Geological Society of Australia and Australian Institute of Geoscientists and is a Registered Professional Geoscientist (No: 10049).
5.3 SLZ’s ASX waivers and applications
SLZ has obtained ASX confirmation that Chapter 11 of the ASX Listing Rules does not apply to the SLZ Transaction.
SLZ will seek shareholder approval pursuant to Listing Rule 7.1 to issue the SLZ Consideration Shares to the Company, subject to and in accordance with the SLZ Transaction Agreement.
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5.4 SLZ quoted securities and securities price history
SLZ, being admitted to the Official List of the ASX, is a disclosing entity and, as such, is subject to regular reporting and disclosure obligations. Copies of documents lodged in relation to SLZ with the ASIC may be obtained for a fee from, or inspected at, an office of the ASIC.
Announcements released by SLZ to ASX can be accessed at the ASX announcement platform available on ASX’s website (www.asx.com.au, ASX: SLZ).
For the information of Shareholders, the highest, lowest and last recorded sale prices of SLZ’s Shares as traded on ASX during the 12 months preceding the date of this Notice were:
| Price | Date | |
|---|---|---|
| Highest | $0.012 | 25 October 2024 |
| Lowest | $0.004 | 16 July 2025 |
| Last | $0.011 | 13 October 2025 |
The material rights and liabilities attaching to SLZ Consideration Shares are set out in Section 7.
5.5 Risk factors
On completion of the Distribution, the Shareholders will become direct shareholders in SLZ and should be aware of the general and specific risks that may affect SLZ and the value of its securities. These risk factors are outlined in section 6 of this Explanatory Memorandum.
5.6 Future of SLZ if the Distribution is approved
Following completion of the Distribution, the ongoing activities of SLZ will be to:
-
(a) explore the SLZ Sale Assets;
-
(b) continue exploration at its Australian projects (as described in Section 5.1; and
-
(c) pursue other opportunities in the resources sector including pursuing any acquisition opportunities that may arise.
5.7
Capital Structure of SLZ
Below is a table showing the capital structure of SLZ pre and post Distribution.
| SLZ Shares | SLZ Options | |
|---|---|---|
| Number on issue at the date of this Notice | 574,050,9311 | 151,936,5611,2 |
| Number to be issued under the SLZ Transaction | 286,449,355 | Nil |
| Number on issue following completion of the SLZ Transaction |
860,500,286 | 151,936,561 |
Notes:
-
This assumes that 111,111,111 SLZ Shares and 80,555,555 SLZ Options (ASX.SLZO) are issued pursuant to the capital raising announced by SLZ on 13 October 2025. SLZ will issue 73,380,679 SLZ Shares subject to its existing Listing Rules 7.1 and 7.1A placement capacity, the remaining 37,730,432 SLZ Shares and 80,555,555 SLZ Options (ASX.SLZO) remain subject to SLZ shareholder approval, which is to be sought at SLZ’s forthcoming annual general meeting.
-
Comprising:
| Options | Number | Exercise Price | Expiry Date |
|---|---|---|---|
| Quoted Options (SLZO) |
123,486,561 |
$0.03 | 12 March 2027 |
| Unquoted Options (SLZAE) |
17,200,000 |
$0.11 | 31 December 2027 |
| Unquoted Options (SLZAF) |
11,250,000 |
$0.08 | 30 June 2027 |
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5.8 SLZ Pro Forma Balance Sheet
| Notes | Balance Sheet as at 30 June 2025 (Audited)$ |
Pro Forma Adjustments $ |
Pro Forma Balance Sheet (Unaudited) $ |
|
|---|---|---|---|---|
| ASSETS Current Assets Cash and cash equivalents |
81,751 | - | 81,751 | |
| Trade and other receivables | 47,447 | - | 47,447 | |
| Total current assets | 129,198 | - | 129,198 | |
| Non-Current Assets Exploration and evaluation assets |
1 | 4,685,824 | 2,578,044 | 7,263,868 |
| Total Non-Current Assets | 4,685,824 | 2,578,044 | 7,263,868 | |
| TOTAL ASSETS | 4,815,022 | 2,578,044 | 7,393,066 | |
| LIABILITIES Current Liabilities Trade and other payables |
357,801 | - | 357,801 | |
| Provisions | 31,723 | - | 31,723 | |
| Total current liabilities | 389,524 | - | 389,524 | |
| TOTAL LIABILITIES | 389,524 | - | 389,524 | |
| NET ASSETS | 4,425,498 | 2,578,044 | 7,003,542 | |
| EQUITY Issued capital |
1 | 14,078,964 | 2,578,044 | 16,657,008 |
| Reserves | 2,205,829 | - | 2,205,829 | |
| Accumulated losses | (11,859,295) | - | (11,859,295) | |
| TOTAL EQUITY | 4,425,498 | 2,578,044 | 5,857,745 |
Note:
- Purchase of SLZ Sale Assets and 100% of the total shares on issue in Gunex. The SLZ Consideration Shares are valued at price at which SLZ Shares are to be issued in accordance with the capital raising announced on 13 October 2025 of $0.009 per SLZ share (286,449,355 x $0.009 = $2,578,044). The purchase is treated as an asset acquisition for accounting purposes.
Since 30 June 2025, SLZ has completed or announced the following capital raisings:
-
(a) SLZ completed a non-renounceable entitlement offer pursuant to which it has raised an additional $1,157,349 through the issue of 231,469,910 SLZ Shares at an issue price of $0.005 per SLZ Share (refer to SLZ offer document dated 2 June 2025 for further details); and
-
(b) SLZ announced a two-tranche placement of 111,111,111 SLZ Shares to raise $1,000,000 at an issue price of $0.009 per SLZ Share (refer to announcement dated 13 October 2025 for further details),
(together, the SLZ Capital Raisings ).
As the Company does not have sufficient information with respect to SLZ’s financial position subsequent to the balance date of 30 June 2025, the SLZ Capital Raisings have not been incorporated in the pro forma balance sheet set out above.
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6. RISK FACTORS
The business, assets and operations of SLZ will be subject to certain risk factors that have the potential to influence its operating and financial performance in the future. These risks can impact on the value of an investment in its securities and include those highlighted in the table below.
The risk factors set out below ought not to be taken as an exhaustive list of the risks faced by SLZ or by investors in SLZ. The below risk factors, and others not specifically referred to below, may in the future materially affect the financial performance of SLZ and the value of SLZ securities.
The SLZ Consideration Shares carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may trade on the ASX.
6.1 SLZ specific risks:
| Risk Category | Risk |
|---|---|
| Value of Consideration Shares not certain |
The value of the SLZ Consideration Shares will depend on the price at which SLZ Shares trade on ASX and is not fixed. The price of SLZ Shares may rise or fall as a result of a number of factors, including the financial and operating performance of SLZ and general market conditions. If the price of SLZ Shares falls, the value of the SLZ Consideration Shares received by Shareholders via the Distribution will decline. In addition, on completion of the Distribution, Shareholders may prefer not to maintain an investment in SLZ and elect to trade their Consideration Shares received via the Distribution. Consequently, there may be an increase, or a perception that there will be an increase, in the number of SLZ Shares being offered for sale on market which may in turn put downward pressure on the SLZ Share price. |
| Tenement title and applications |
Exploration tenements are subject to periodic renewal and are subject to the WA Mining Act where the tenement holder has certain obligations in relation to the maintenance of the tenement, including the payment of annual rents, meeting prescribed expenditure commitments and satisfying other conditions imposed upon the tenements. There is no guarantee that future applications or tenement renewal will be granted. If the conditions that apply to a tenement are not satisfied, SLZ may be subject to penalties or forfeiture applications. |
| Tenement access (Private Land) |
Where a mineral tenement is located on private land the WA Mining Act stipulates that unless SLZ has the consent of the owner and the occupier of that private land the tenement is not granted in respect of areas that are within 30 metres of the natural surface of the land. Accordingly, SLZ is only granted sub-surface rights to its tenements over those areas unless it obtains that consent. Further, the WA Mining Act provides that no mining activities may be conducted on or within 30 metres of the natural surface of any private land unless the tenement holder has paid compensation to, or made an agreement to pay compensation to, the owner and occupier of the private land. SLZ is however entitled to carry out airborne surveys on the tenements without the consent of, or agreement with, the private land owners and occupiers. SLZ must obtain the consent of each owner and occupier of private land affected by its tenements, including reaching agreement as to compensation payable to the landowner, before entering onto private land to carry out exploration. In the event that SLZ is unable to reach a compensation agreement with an owner of private land, SLZ will look to mitigate this risk by reassessing its intended exploration targets and advancing its exploration program on the tenements which SLZ has secured private land access agreements. In addition to the risks associated with access to areas of private land noted above, some other areas of the tenements might be the subject of other land uses (including reserves) or environmental restrictions. The terms of grant of tenements over these types of land might contain stringent conditions relating to access and ground disturbing activities that SLZ will need to comply with andmayrequire additional regulatory consents being obtained prior to |
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| Risk Category | Risk |
|---|---|
| access. SLZ might experience delays and cost overruns in the event it is unable to access the land required for its operations for other reasons. This may be a result of adverse weather, environmental restraints, private land, native title or Aboriginal heritage issues, the need for regulatory approvals and consents or other factors. |
|
| Tenement access (Native Title and Aboriginal Heritage) |
The effect of present laws in respect of native title that apply in Australia is that mining tenements (including applications for mining tenements) may be affected by native tile claims or procedures, which may prevent or delay the granting of mining tenements, or affect the ability of SLZ to explore and develop the mining tenements. SLZ’s tenements are subject to native title claims. Commonwealth and State legislation obliges SLZ to identify and protect sites of significance to Aboriginal custom and tradition. Some sites of significance may be identified within the areas of the tenements. SLZ’s policy is to comply with its existing Aboriginal heritage agreements and carry out heritage clearance surveys prior to conducting exploration in appropriate circumstances. Specifically, holders of mining tenements in Western Australia are subject to the_Aboriginal Heritage Act 1972_(WA) (WA Heritage Act), which protects sites that may be of spiritual, cultural or heritage significance to Aboriginal people (Aboriginal Site). The Western Australia Department of Planning, Land and Heritage (which incorporates the former Department of Aboriginal Affairs) maintains a register of Aboriginal Sites but registration of an Aboriginal Site is not required by the WA Heritage Act. To alter or damage an Aboriginal Site is an offence under the WA Heritage Act that can lead to prosecution (unless approval has been obtained under the WA Heritage Act). Any party disturbing an area of the State has an obligation to avoid interfering with an Aboriginal Site. To satisfy this obligation, tenement holders commonly undertake Aboriginal heritage surveys which involve the relevant traditional owners and as necessary, an archaeologist or anthropologist walking the land identifying sites and discussing the impact of proposed exploration activity. The costs of a heritage survey are met by the tenement holder. Before carrying out exploration activity on those Tenements which are subject to a Heritage Agreement, SLZ must notify the claimant group of the details of such exploration and give the claimant group the right to carry out a heritage survey over the land to determine if any sites or objects of significance exist. SLZ must meet all of the claimant group’s costs in carrying out such survey. SLZ will be bound to follow the standard procedures set out in the Indigenous Land Use Agreement to ensure site or objects of significance to aboriginal people are identified before carrying out any ground disturbing works on those tenements which are subject to ILUAs. SLZ might experience delays and cost overruns in the event it is unable to access the land required for its operations for these reasons. SLZ has sufficient access to the Australian exploration projects to carry out its intended exploration program. |
| Royalties | SLZ’s mining projects may be subject to State royalties. In the event that State royalties are increased in the future, the profitability and commercial viability of SLZ’s projects may be negatively impacted. |
| Exploration risks | The undertaking of mineral exploration is a high-risk business. All of SLZ’s projects are at a very early exploration stage and no mineral resources have been identified on any of the tenements. There is no guarantee that the exploration of these tenements will be successful and result in the discovery of an economically viable Mineral Resource. SLZ’s future exploration activities may be affected by a range of factors including geological conditions, limitations on activities due to seasonal or adverse weather conditions, unanticipated operations or technical difficulties, availability of suitable equipment and personnel, land access and environmental issues. |
| Reliance on key personnel |
SLZ’s operational success will depend substantially on the continuing efforts of senior executives. The loss of services of one or more senior executives may have an adverse effect on SLZ’s operations. Furthermore, if SLZ is unable to attract, train and retain key individuals and other highly skilled employees and consultants, its business may be adversely affected. |
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| Risk Category | Risk |
|---|---|
| Additional requirements for capital |
SLZ’s capital requirements depend on numerous factors. Depending on SLZ’s ability to maintain its funds and/or generate income from its operations, SLZ may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If SLZ is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back exploration expenditure as the case may be. |
| Potential acquisitions |
As part of its business strategy, and subject to exploration results and market sentiment in relation to its existing assets, SLZ may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions. |
| Reports regarding SLZ and its projects |
If securities or industry analysts do not publish or cease publishing research or reports about SLZ, its business or its market, or if they change their recommendations regarding SLZ’s Shares adversely, the price of its Shares and trading volumes could be adversely affected. The market for SLZ’s Shares trading on ASX may be influenced by any research or reports compiled by securities or industry analysts. If any of the analysts who may cover SLZ and its products change previously disclosed recommendations on SLZ or for that matter its competitors, the price of its Shares may be adversely affected. |
| SLZ does not expect to declare any dividends in the foreseeable future |
SLZ does not anticipate declaring or paying any dividends to Shareholders in the foreseeable future. Consequently, investors may need to rely on sales of their Shares to realise any future gains on their investment. |
| If SLZ’s goodwill or intangible assets become impaired, it may be required to record a significant change to earnings) |
Under generally accepted accounting principles, SLZ reviews its intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. |
| Exploration costs | The exploration costs of SLZ have been estimated based on certain assumptions including with respect to the method and timing of exploration and these assumptions are subject to significant uncertainties. Actual exploration costs may differ materially from these estimates. As such, no assurance can be given that the cost estimates and the underlying assumptions will be realised. SLZ may be materially and adversely affected if the actual costs are substantially greater than the estimated costs. |
| Exploration targets, resources and reserves |
In the future, SLZ may identify exploration targets based on geological interpretations, geophysical data, geochemical sampling and historical drilling. In that case, insufficient data may exist to provide certainty over the extent of any mineralisation. Accordingly, no assurances can be given that any additional exploration will result in the determination of a mineral resource on any of the exploration targets identified. Even if a mineral resource is identified no assurance can be provided that an ore reserve will be subsequently defined and economically mined. If a mineral resource or ore reserve estimate is made in the future, these estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate. |
| Development and operational risks |
By its very nature, mine development contains significant risk with no guarantee of success. Therefore, even if a potentially economic mineral deposit is identified by SLZ in the future, there is no guarantee that it can be developed and economically exploited. The ultimate economic development of a mineral deposit is dependent on many factors such as the delineationofeconomicallyrecoverable orereserve, accessto adequate |
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| Risk Category | Risk |
|---|---|
| capital for project development, construction of infrastructure within capital budgets, securing and maintaining title to appropriate mining tenements, obtaining regulatory consents and approvals necessary for the conduct of development and production, securing plant and equipment and access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants. Further, once established, mining operations can be impacted by a number of factors, including geological and weather conditions causing delays and interference to operations, insufficient quantities of ore to support a commercially viable operation, access to necessary funding, metallurgical issues, mechanical failure of plant and equipment, shortages or increases in price of consumables and plant and equipment, environmental hazards, fires, explosions and other accidents. These factors may affect SLZ’s ability to establish mining operations, continue with its projects and earn income from its operations and will affect SLZ’s Share price. Similarly, all production costs, particularly labour, fuel and power, are a key risk and have the potential to adversely affect SLZ’s profitability, project value and in turn the value of Shares. |
|
| Environmental and approvals risk |
SLZ’s operations are subject to environmental regulations at both a State and Federal level. As with most exploration projects and mining operations, SLZ’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is SLZ’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on SLZ’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on SLZ for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making SLZ’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays or failure to obtain such approvals can result in the delay to anticipated exploration programmes or mining activities. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions (including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed) and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. |
| Equipment and availability |
SLZ’s ability to undertake exploration activities is dependent upon its ability to source and acquire appropriate equipment. Equipment is not always available and the market for mining equipment experiences fluctuations in supply and demand. If SLZ is unable to source appropriate equipment economically or at all then this would have a material adverse effect on SLZ’s financial or trading position. |
| Land rehabilitation requirements |
Although variable, depending on location and the governing authority, land rehabilitation requirements are generally imposed on mineral exploration companies, as well as companies with mining operations, in order to minimise long term effects of land disturbance. Rehabilitation may include requirements to control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out rehabilitation obligations imposed on SLZ in connection with its mineral exploration, SLZ must allocate financial resources that might otherwise be spent on further exploration and/or development programs. |
| Safety risks | Safety is a fundamental risk for any exploration and production company in regards to personal injury, damage to property and equipment and other losses. The occurrence of anyof these risks could result in legalproceedings |
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| Risk Category | Risk |
|---|---|
| against SLZ and substantial losses to SLZ due to injury or loss of life, damage to or destruction of property, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against SLZ. |
6.2 General risks
| Risk Category | Risk |
|---|---|
| Additional requirements for capital |
The funds raised under the Offer are considered sufficient to meet the current proposed objectives of SLZ. Additional funding may be required in the event future costs exceed SLZ’s estimates and to effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which SLZ may incur. SLZ may seek to raise further funds through equity or debt financing, joint ventures or other means. Failure to obtain sufficient financing for SLZ’s activities and future projects may result in delay and indefinite postponement of its research and development programmes. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to SLZ and might involve substantial dilution to Shareholders. |
| General economic conditions |
Economic conditions, both domestic and global, may affect the performance of SLZ. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. SLZ's future possible revenues and Share price can be affected by these factors, all of which are beyond the control of SLZ or its Directors. |
| Equity market conditions |
Securities listed on the stock market can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. General factors that may affect the market price of Shares include economic conditions in both Australia and internationally (particularly Australian, US and Chinese economic conditions), investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates. |
| Change in government policy and legislation |
Any material adverse changes in relevant government policies or legislation of Australia may affect the viability and profitability of SLZ, and consequent returns to investors. The activities of SLZ are subject to various federal, state and local laws governing prospecting, development, production, taxes, labour standards and occupational health and safety, and other matters. |
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7. RIGHTS AND LIABILITIES OF SLZ CONSIDERATION SHARES
The following is a summary of the more significant rights and liabilities attaching to the SLZ Shares currently on issue. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of shareholders of SLZ. To obtain such a statement, persons should seek independent legal advice.
Full details of the rights and liabilities attaching to SLZ Shares are set out in SLZ’s constitution, a copy of which is available for inspection at the SLZ’s registered office during normal business hours.
7.1 General meetings
SLZ shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.
SLZ shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.
7.2 Voting rights
Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:
-
(a) each SLZ shareholder entitled to vote may vote in person or by proxy, attorney or representative;
-
(b) on a show of hands, every person present who is a SLZ shareholder or a proxy, attorney or representative of a SLZ shareholder has one vote; and
-
(c) on a poll, every person present who is a SLZ shareholder or a proxy, attorney or representative of a SLZ shareholder shall, in respect of each fully paid SLZ Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each SLZ Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such SLZ Shares registered in the SLZ shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).
7.3 Dividend rights
Subject to the rights of any preference SLZ shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the SLZ shareholders entitled to the dividend which shall be payable on all SLZ Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such SLZ Shares.
The Directors may from time to time pay to the SLZ shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.
Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on SLZ Shares which are participating SLZ Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of SLZ Shares.
7.4 Winding-up
If the Company is wound up, the assets of the Company must be applied in repayment to SLZ shareholders in proportion to their respective holdings.
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At the commencement of a winding up, SLZ Shares which are classified by ASX as restricted securities, which are subject to escrow restrictions, will rank behind all other SLZ Shares on a return of capital.
7.5 SLZ shareholder liability
Fully paid shares are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.
7.6 Transfer of SLZ Shares
Subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules, the SLZ Shares are freely transferable.
7.7 Variation of rights
Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of SLZ shareholders vary the rights attaching to SLZ Shares.
If at any time the share capital is divided into different classes of SLZ Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.
7.8 Alteration of Constitution
The Constitution can only be amended by a special resolution passed by at least three quarters of SLZ shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.
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8. TAX CONSEQUENCES
The following is a general summary of the Australian taxation consequences for Shareholders who receive SLZ Consideration Shares in respect of the In-specie Distribution based on the applicable taxation law as at the date of this Explanatory Statement.
The information outlined in this taxation summary is limited solely to the Australian income tax implications of the demerger for Shareholders who hold their shares in Aldoro on capital account for tax purposes, and not on revenue account. This summary does not provide information relevant to:
-
(a) Shareholders who hold their Aldoro Shares on revenue account (for example, Shareholders who are share traders and certain institutional investors);
-
(b) Shareholders whose Aldoro Shares are subject to the employee share acquisition scheme tax rules and Shareholders who are not the beneficial owners of their Aldoro Shares;
-
(c) Shareholders who acquired, or are taken to have acquired, their Aldoro Shares prior to 20 September 1985; and
-
(d) Shareholders who are subject to the taxation of financial arrangements rules in Division 230 of the Income Tax Assessment Act 1997 (Cth) in relation to gains and losses on their Aldoro Shares.
The application of tax legislation can vary according to the individual circumstances of each Shareholder. This summary is not intended, and should not be relied upon, as specific taxation advice to any particular Shareholder. The comments in this summary are of a general nature only, may not apply to your specific circumstances and cannot be relied upon for accuracy or completeness.
Each Shareholder should seek and rely on its own professional taxation advice, specific to its particular circumstances, in relation to the taxation consequences of the proposed transaction. Neither Aldoro, nor any of its officers or advisers, accepts liability or responsibility with respect to such consequences or the reliance of any Shareholder on any part of the following summary.
8.2 Class Ruling
Aldoro intends to apply to the Commissioner of Taxation ( Commissioner ) for a Class Ruling to confirm certain Australian (only) income tax implications of the In-Specie Distribution for Shareholders ( Class Ruling ).
It is expected that the Class Ruling will confirm (amongst other matters) the extent to which the In-specie Distribution consists of a capital return component ( Capital Component ) and unfranked dividend component ( Dividend Component ), and that the In-Specie Distribution will not qualify for demerger relief ( Demerger Relief ).
As the Commissioner will not issue a binding ruling until after the In-Specie Distribution is complete, details of the Class Ruling will be provided to Shareholders following completion of the In-Specie Distribution. The Company will notify Shareholders once the Class Ruling is released.
8.3 Australian taxation implications for Australian resident Shareholders
As Demerger Relief under Division 125 of the Income Tax Assessment Act 1997 (Cth) is not available in respect of the In-specie Distribution, the Shareholders of Aldoro will not be able to disregard any capital gain or assessable income arising from the In-specie Distribution.
Broadly, if Aldoro proceeds with the In-specie Distribution in the absence of Demerger Relief, the following taxation consequences may result:
-
(a) will make a capital gain under CGT event G1 to the extent (if any) that the Capital Component of the In-specie Distribution received by the Shareholder exceeds the cost base of their Aldoro Shares;
-
(b) the cost base and reduced cost base of their Aldoro Shares will be reduced by the Capital Component;
46
-
(c) will have a first element tax cost base and reduced cost base in their SLZ Shares equal to the Capital Component;
-
(d) the SLZ Shares will be taken to have been acquired by the Shareholder at the date of the In-specie Distribution for the purposes of determining eligibility for the CGT discount; and
-
(e) will be required to include any unfranked Dividend Component of the In-specie Distribution in their assessable income.
-
8.4 Australian taxation implications for non-resident Shareholders
Shareholders who are not residents of Australia for tax purposes will not be subject to any Australian CGT consequences unless they hold (either alone or together with their associates) 10% or more of the direct participation interests in Aldoro at the time of the demerger or for a continuous period of at least 12 months in the 24 months immediately preceding the In-specie Distribution. In the event that the non-resident Shareholder satisfies the 10% ownership requirement, Australian CGT will apply if at the time of the CGT event the market value of the assets in Aldoro that are Taxable Australian Real Property ( TARP ) exceed the market value of the assets that are not TARP. TARP generally includes Australian land interests including Australian mineral rights.
To the extent that a non-resident Shareholder holds Aldoro Shares that meet the above conditions, the Shareholder may make a capital gain to the extent that the capital component of the In-specie Distribution (to be advised by Aldoro once the In-specie Distribution is complete) exceeds the Shareholder's cost base.
If the Commissioner of Taxation determines all or part of the Capital Reduction Amount as an unfranked dividend, this amount would be subject to dividend withholding tax for nonresident Shareholders (generally at a rate of 30% on the gross amount, subject to any applicable double taxation agreement).
8.5 Taxation implications for the Company
The transfer of SLZ Shares from Aldoro to the Aldoro Shareholders in respect of the share capital reduction is expected to have capital gains tax implications for Aldoro as Demerger Relief is not available.
8.6 GST
No GST should be payable by Shareholders in relation to their participation in the In-specie Distribution.
However, GST may be charged to Shareholders in respect of any adviser fees or other costs they may incur in relation to their participation in the In-specie Distribution. The eligibility for Shareholders to claim full or partial input tax credits in relation to this GST payable will depend on the individual circumstances of each Shareholder. Shareholders should seek their own independent tax advice in relation to this.
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9. ADDITIONAL INFORMATION
9.1 Disclosure to the ASX and lodgement with ASIC
The Company has lodged with ASIC a copy of this Notice and the Explanatory Statement in accordance with section 256C(5) of the Corporations Act. The Company has also lodged a copy of the Prospectus that accompanies this Notice with ASIC at the same time the Notice was lodged with ASIC.
As an entity with Shares quoted on the Official List of the ASX, the Company is a disclosing entity and, as such, is subject to regular reporting and disclosure obligations. Copies of documents lodged in relation to the Company may be obtained for a fee from, or inspected at, an office of ASIC or can be accessed at either the ASX announcements platform or the Company’s website.
The ASIC, ASX and its respective officers take no responsibility for the contents of this Notice or the merits of the transaction to which this Notice relates.
Please refer to Section 2.6 for the proposed indicative timetable for completion of the Distribution, which is subject to change by the Company and any requirements of the Corporations Act.
9.2 No Financial Product or Investment Advice
This document does not constitute financial product, taxation or investment advice nor a recommendation in respect of the SLZ Consideration Shares. It has been prepared without taking into account the objectives, financial situation, taxation position or needs of Shareholders or other persons. Before deciding how to vote or act, Shareholders should consider the appropriateness of the information having regard to their own objectives, financial situation, taxation position and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.
Neither the Company nor SLZ is licensed to provide financial product advice. No coolingoff regime applies in respect of the acquisition of the SLZ Consideration Shares under the Distribution (whether the regime is provided for by law or otherwise).
9.3 Other legal requirements
Under applicable ASIC guidelines, the invitation to Shareholders to vote on the Distribution Resolution of the Notice of Meeting constitutes an “offer” to issue SLZ Consideration Shares to Shareholders pursuant to the Distribution under Chapter 6D of the Corporations Act and a prospectus is required unless an exemption applies or ASIC provides relief. As no exemptions apply and no relief has been obtained by the Company, the Company has prepared the Prospectus, which contains information in relation to SLZ.
The Prospectus accompanies this Notice of Meeting and has been lodged with ASIC at the same time as this Notice of Meeting. The Company recommends that all Shareholders read the Prospectus carefully and in its entirety, and in conjunction with this Notice of Meeting. The SLZ Consideration Shares will be issued by SLZ to the Company pursuant to a cleansing notice or prospectus (if required) in accordance with the SLZ Transaction Agreement.
9.4 Other material information
There is no information material to the making of a decision by Shareholders whether or not to approve the Resolutions (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders) other than as disclosed in this Explanatory Statement, the accompanying Prospectus and information the Company has previously disclosed to Shareholders.
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
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Aldoro Resources Limited | ABN 31 622 990 809
Your proxy voting instruction must be received by 11:00am (AWST) on Tuesday, 18 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 Aldoro Resources Limited, to be held at 11:00am (AWST) on Thursday, 20 November 2025 at Unit 1, 1 Centro Avenue Subiaco WA 6008 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 Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is 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 | For | Against Abstain |
||
| 1 | ADOPTION OF REMUNERATION REPORT | |||
| 2 | ELECTION OF MAURO PICCINI | |||
| 3 | RE-ELECTION OF MINLU FU | |||
| 4 | APPROVAL OF 7.1A MANDATE | |||
| 5 | RATIFICATION OF SHARES ISSUED TO THE KAMEELBURG VENDORS’ NOMINEE | |||
| 6 | RATIFICATION OF TRANCHE 1 SHARES ISSUED TO AMW MINING PTE LTD | |||
| 7 | RATIFICATION OF TRANCHE 2 SHARES ISSUED TO AMW MINING PTE LTD | |||
| 8 | APPROVAL FOR AN EQUAL CAPITAL REDUCTION AND IN-SPECIE DISTRIBUTION | |||
| 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). |