AI assistant
ALTITUDE MINERALS LTD Proxy Solicitation & Information Statement 2026
64451_rns_2026-05-27_de47ab3c-94c6-47d0-95fe-1e6c84a6c5da.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
ALTITUDE MINERALS
ASX ANNOUNCEMENT 28 May 2026
NOTICE OF 2026 GENERAL MEETING AND PROXY FORM
Altitude Minerals Ltd (Altitude or Company) (ASX: ATT) refers to the notice of general meeting (GM) and accompanying explanatory notes released to ASX on 28 May 2026 (together, the Notice of Meeting) in respect of a General Meeting of the Company's shareholders (Shareholders).
The Meeting will be held:
Date: Friday 26 June 2026
Time: 12:00pm
Location: Offices of Grant Thornton Australia Limited
Level 3, 170 Frome Street, Adelaide, SA
Please find attached the following documents providing further information on the Meeting:
- Shareholder notice and access letter
- Notice of Meeting
- Sample Proxy Form
The above documents will be despatched to the Company's shareholders today, in accordance with their communication preferences. Copies of the documents are also available from the Company's website.
Authorised for release by the Company Secretary of Altitude Minerals Ltd.
For further information, please get in touch.
Jarek Kopias
Company Secretary
Altitude Minerals Ltd
+61 418 823 574
ASX: ATT
www.altitudeminerals.com
21 Sydenham Road, Norwood SA 5067
ALTITUDE MINERALS
ASX ANNOUNCEMENT 28 May 2026
28 May 2026
Letter to Shareholders regarding upcoming General Meeting of Shareholders
Altitude Minerals Ltd (Altitude or Company) (ASX: ATT) advises a General Meeting will be held in person at the offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia on Friday, 28 June 2026 at 12:00pm (ACST) (GM).
Notice of Meeting
The Notice of Meeting and explanatory notes (Notice of Meeting) for the GM is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company's website at https://altitudeminerals.com/asx-announcements/ or the Company's ASX market announcements platform at www.asx.com.au (ASX: ATT).
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice of Meeting or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice of Meeting and Proxy Form in hard copy.
Voting by Proxy
| Online
Scan the QR code below using your smartphone | Lodge the Proxy Form online at https://singleholding.automic.com.au/login by following the instructions:
1. Login to the Automic website using the holding details as shown on your holding statement.
2. Click on ‘Meetings’ - ‘Vote’.
To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding statement. |
| --- | --- |
For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company's Share Registry, Automic Registry Services (Automic), at [email protected] or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at [email protected].
Copies of all Meeting related material including the Notice of Meeting, are available to download from the Company's website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company's website.
Yours sincerely
Altitude Minerals Ltd
Jarek Kopias
Company Secretary
ASX: ATT
www.altitudeminerals.com
21 Sydenham Road, Norwood SA 5067
1
ALTITUDE MINERALS
ASX:ATT
ALTITUDE MINERALS LTD
ACN 650 673 500
NOTICE OF GENERAL MEETING
EXPLANATORY NOTES
PROXY FORM
Date of Meeting
Friday 26 June 2026
Time of Meeting
12:00pm (ACST) (Adelaide time)
Place of Meeting
Offices of Grant Thornton Australia Limited
Level 3, 170 Frome Street
Adelaide, South Australia
ALTITUDE MINERALS LTD
ACN 650 673 500
NOTICE OF 2026 GENERAL MEETING
Notice is hereby given that a General Meeting of Shareholders of Altitude Minerals Ltd (“Company or Altitude Minerals”) will be held at the offices of Grant Thornton, Level 3, 170 Frome Street, Adelaide, South Australia on Friday 26 June 2026 at 12:00pm ACST.
The business to be considered at the General Meeting is set out below.
This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes, which form part of this Notice of Meeting and contain information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the Resolutions set out in this Notice of Meeting, you should consult your financial or other professional adviser. Defined terms used in this Notice of Meeting have the meanings given to those terms in the Glossary at the end of the Explanatory Notes.
BUSINESS OF THE MEETING
Resolution 1 – Ratification of issue of Placement Shares
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 88,865,180 Shares pursuant to a Placement on 12 May 2026 on the terms and to the parties set out in the Explanatory Notes."
Resolution 2 – Approval to Issue 88,865,180 Placement Options
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of 88,865,180 Placement Options, on the terms set out in the Explanatory Notes, is approved."
Resolution 3 – Approval to Issue 17,773,036 Broker Options to GBA Capital Pty Ltd (or its nominee(s))
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of 17,773,036 Broker Options to GBA Capital (or its nominee(s)), on the terms set out in the Explanatory Notes, is approved."
Resolution 4 – Approval to modify Terms of Existing Options
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of Listing Rule 6.23 and for all other purposes, the amendment of the terms of Existing Options, as described in the accompanying Explanatory Notes, is approved."
Resolution 5 – Approval to modify Terms of Existing Options held by Director Christopher Sutherland
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of Listing Rule 6.23, Listing Rule 10.11 and for all other purposes, the amendment of the terms of Existing Options held by Director Christopher Sutherland (or nominee/s), as described in the accompanying Explanatory Notes, is approved."
3
Resolution 6 – Approval to modify Terms of Existing Options held by Director Duncan Chessell
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of Listing Rule 6.23, Listing Rule 10.11 and for all other purposes, the amendment of the terms of Existing Options held by Director Duncan Chessell (or nominee/s), as described in the accompanying Explanatory Notes, is approved."
Resolution 7 – Approval to modify Terms of Existing Options held by Director Peter McIntyre
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of Listing Rule 6.23, Listing Rule 10.11 and for all other purposes, the amendment of the terms of Existing Options held by Director Peter McIntyre (or nominee/s), as described in the accompanying Explanatory Notes, is approved."
Resolution 8 – Approval to modify Terms of Existing Options held by Director Tony Belperio
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:
"That, for the purposes of Listing Rule 6.23, Listing Rule 10.11 and for all other purposes, the amendment of the terms of Existing Options held by Director Tony Belperio (or nominee/s), as described in the accompanying Explanatory Notes, is approved."
VOTING INFORMATION, EXCLUSIONS AND PROHIBITIONS
The business of the Meeting affects your Shareholding and your vote is important.
Voting exclusion in relation to Resolutions 1 and 2
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolutions 1 and 2 by or on behalf of a person who participated in the Placement, or any of their Associates.
However, this does not apply to a vote cast in favour of Resolutions 1 and 2 by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or
- the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair of the Meeting to vote on the Resolutions as the Chair of the Meeting decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolutions; and
ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting exclusion in relation to Resolution 3
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of GBA Capital Pty Ltd or its nominee(s) (if known at the time of the Meeting) and any person who will obtain a material benefit as a result of the proposed issue of the Broker Options (except a benefit solely by reason of being a holder of Shares), or any of their Associates.
However, this does not apply to a vote cast in favour of Resolution 3 by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting exclusion in relation to Resolution 4
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a persons holding Existing Options, or any of their Associates.
However, this does not apply to a vote cast in favour of Resolution 4 by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting exclusions and voting restriction in relation to Resolution 5
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Mr Sutherland, and any other person who will obtain a material benefit as a result of the change to terms of Existing Options pursuant to Resolution 5, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.
However, this does not apply to a vote cast in favour of a resolution by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting exclusions and voting restriction in relation to Resolution 6
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Mr Chessell, and any other person who will obtain a material benefit as a result of the change to terms of Existing Options pursuant to Resolution 6, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.
However, this does not apply to a vote cast in favour of a resolution by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting exclusions and voting restriction in relation to Resolution 7
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Mr McIntyre, and any other person who will obtain a material benefit as a result of the change to terms of Existing Options pursuant to Resolution 7, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.
However, this does not apply to a vote cast in favour of a resolution by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
5
Voting exclusions and voting restriction in relation to Resolution 8
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Mr Belperio, and any other person who will obtain a material benefit as a result of the change to terms of Existing Options pursuant to Resolution 8, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.
However, this does not apply to a vote cast in favour of a resolution by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Important information concerning proxy votes on Resolutions 5, 6, 7 and 8
The Corporations Act places certain restrictions on the ability of Key Management Personnel and their Closely Related Parties to vote on the Resolution connected directly or indirectly with the remuneration of the Key Management Personnel.
Additionally, the Company will disregard any votes cast as Resolutions 5, 6, 7 and 8 by any person appointed as a proxy by any person who is either a member of the Key Management Personnel or a Closely Related Party of such a member, unless:
a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or
b) it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In particular, Shareholders who intend to appoint the Chair of the Meeting as their proxy (including an appointment by default) are encouraged to direct the Chair of the Meeting as to how to vote on all Resolutions.
If the Chair of the Meeting is appointed, or taken to be appointed, as your proxy, you can direct the Chair of the Meeting to vote for, against or abstain from voting on Resolutions 5, 6, 7 and 8 by marking the box opposite the Resolutions on the Proxy Form. You should direct the Chair of the Meeting how to vote on these Resolutions.
However, if the Chair of the Meeting is your proxy and you do not direct the Chair of the Meeting how to vote in respect of Resolutions 5, 6, 7 and 8 on the Proxy Form, you will be deemed to have directed and expressly authorised the Chair of the Meeting to vote your proxy in favour of these Resolutions. This express authorisation acknowledged that the Chair of the Meeting may vote your proxy even if:
a) Resolutions 5, 6, 7 and 8 are connected directly or indirectly with the remuneration of a member or members of the Key Management Personnel of the Company; and
b) the Chair of the Meeting has an interest in the outcome of Resolutions 5, 6, 7 and 8.
Voting, Attendance Entitlement and proxy
A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should either attend in person at the time, date and place of the Meeting set out above or appoint a proxy or proxies to attend or vote on the Member's behalf.
A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should appoint the Chairman of the Meeting as their proxy to attend and vote on the Member's behalf. Altitude Minerals encourages shareholders to appoint the Chairman of the Meeting as their proxy.
Shareholders are encouraged to lodge their Proxy Forms online at https://singleholding.automic.com.au/login.
In completing the attached Proxy Form, Members must be aware that where the Chair of the Meeting is appointed as their proxy, they will be directing the Chair of the Meeting to vote in accordance with the Chair of the Meeting's voting intention unless you indicate otherwise by marking the "For", "Against" or "Abstain" boxes. The Chair of the Meeting intends to vote undirected proxies in favour of each Resolution. Members should note that they are entitled to appoint the Chair of the Meeting as a proxy with a direction to cast the votes contrary to the Chair of the Meeting's voting intention, or to abstain from voting, on any Resolution in the Proxy Form. Also, Members may appoint, as their proxy, a person other than the Chair of the Meeting.
A proxy need not be a Member of the Company. For the convenience of Members, a Proxy Form is enclosed. A Member who is entitled to attend and cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion or number of voting rights each proxy may exercise. If the Member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Member.
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 order to be valid, the Proxy Form must be received by the Company at the address specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 12:00pm ACST on 24 June 2026):
On-line: https://singleholding.automic.com.au/login.
By mail: Automic
GPO BOX 5193
SYDNEY NSW 2001
By hand: Level 5, 126 Phillip Street
SYDNEY NSW 2000
By e-mail: [email protected]
Any Proxy Forms received after that time will not be valid for the Meeting.
A Member who is a body corporate may appoint a representative, including an individual, to attend the Meeting in accordance with the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting in accordance with section 250D of the Corporations Act.
If more than one joint holder of a Share is present at the Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.
For the purpose of determining the voting entitlements at the Meeting, the Directors have determined that Shares will be taken to be held by the registered holders of those Shares at 12:00pm ACST on 24 June 2026. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
All Resolutions will be determined by way of a poll.
By order of the Board
Jarek Kopias
Company Secretary
Adelaide, 28 May 2026
GENERAL MEETING - EXPLANATORY NOTES
These Explanatory Notes accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting and should be read in conjunction with this Notice of Meeting.
If any Shareholder is in doubt as to how they should vote, they should seek advice from their legal, financial or other professional adviser prior to voting.
Introduction
These Explanatory Notes have been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be considered at the General Meeting of the Company. The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.
Terms defined in the Notice of Meeting have the same meaning in these Explanatory Notes.
GENERAL BUSINESS
Resolution 1: Ratification of issue of Placement Shares
On 6 May 2026, the Company announced that it had agreed to issue 88,865,180 Shares at a price of $0.013 per Share and agreed to issue 88,865,180 attaching options (with an exercise price of $0.034 per option and expiry date of 31 July 2027 (Placement Option)) under a private placement to sophisticated, professional and institutional investors (Placement).
The Placement Shares were issued under the Company's 15% placement capacity under ASX Listing Rule 7.1 (53,319,108 Shares) and the Company's 10% placement capacity under Listing Rule 7.1A (35,546,072 Shares).
The issue of Placement Options, attaching to all Placement Shares on a 1 for 1 basis, is subject to approval in accordance with Resolution 2.
In consideration for services performed in relation to the Placement, the Company also agreed to issue 17,773,036 Broker Options (same terms as Placement Options) and advised that it would seek quotation for the Broker Options and Placement Options.
The Broker Options and Placement Options have the same terms as existing options except for their quotation on the ASX (Existing Options). The issue of Broker Options is subject to approval in accordance with Resolution 3.
As the Broker Options and Placement Options are proposed to be quoted, the Company will seek to amend the terms of existing options held by past investors and all Directors. The proposed change to the terms of the Existing Options is subject to approval in accordance with Resolutions 4, 5, 6, 7 and 8.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 and ASX Listing Rule 7.1A limit the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% and 10% respectively of the fully paid ordinary shares it had on issue at the start of that period.
The issue of the Placement Shares did not fall within an exception and were issued without Shareholder approval under the Company's 15% placement capacity under ASX Listing Rule 7.1 and 10% Additional Placement Capacity under Listing Rule 7.1A.
ASX Listing Rule 7.4 allows the shareholders of a listed company to subsequently ratify the previous issues of securities made without prior shareholder approval under ASX Listing Rule 7.1 and Listing Rule 7.1A, provided the issue did not breach the maximum threshold set by ASX Listing Rule 7.1 and Listing Rule 7.1A. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and Listing Rule 7.1A and so does not reduce the Company's capacity to issue further equity securities without shareholder approval under those rules.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1 and Listing Rule 7.1A and thus the Company is seeking ratification of the issue of the Placement Shares, the subject of Resolution 1. The Company confirms that the issue and allotment of the Placement Shares did not breach ASX Listing Rule 7.1 and Listing Rule 7.1A at the date of issue.
If Resolution 1 is passed, the Placement Shares will be excluded in calculating the Company's 15% limit in ASX Listing Rule 7.1 and 10% limit in ASX Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.
If Resolution 1 is not passed, the relevant issues will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1 and 10% limit in ASX Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.
ASX Listing Rule 7.5 contains certain requirements as to the contents of a Notice sent to Shareholders for the purpose of ASX Listing Rule 7.4 and the following information is included in these Explanatory Notes for that purpose:
| Party^{1} | The Placement Shares were issued to various investors who did not require a disclosure document and who were identified and selected by the Company and GBA Capital. |
|---|---|
| Number and Class of Securities issued | 88,865,180 fully paid ordinary shares (53,319,108 Shares were issued under ASX Listing Rule 7.1 and 35,546,072 Shares were issued under ASX Listing Rule 7.1A). |
| Date of issue | The Placement Shares were issued on 12 May 2026. |
| Price or other Consideration | The Placement Shares were issued at a price $0.013 (1.3 cents) per Share and the Company received $1,155,247 (before costs) for the issue of the Placement Shares. |
| Terms | The Placement Shares rank equally with all other Shares on issue. |
| Purpose | The funds raised from the issue of Placement Shares will be used to fund drill testing of the Byrock Cu-Au Porphyry Project, acquisition of the W-Project Silver & Gold Project in Nevada, advancing the W-Project to drill-ready status, completion of drill tracks at the Firenze Silver & Gold Project in Nevada and general working capital and business development purposes. |
| Material terms of agreement | The relevant placement agreements provided that the issue price of the Placement Shares was $0.013 and included various conditions customary for a placement agreement of this sort. |
1 None of the parties are Related Parties, substantial holders, advisers nor members of Key Management Personnel of the Company.
Board Recommendation: The Directors recommend that Shareholders vote in favour of Resolution 1 and advise that that they intend to vote any Shares that they own or control in favour of Resolution 1.
The Chair of the Meeting intends to vote all undirected proxies in favour of Resolution 1.
Resolutions 2 and 3: Approval to Issue 88,865,180 Placement Options and approval to Issue 17,773,036 Broker Options to GBA Capital Pty Ltd (or its nominee(s))
As detailed in the explanatory notes to Resolution 1, on 6 May 2026 the Company announced that it had agreed, subject to Shareholder approval, to issue 88,865,180 Placement Options to participants in the Placement and 17,773,036 Broker Options to GBA Capital (or its nominee) in part consideration for the capital raising services provided by GBA Capital in relation to Placement.
As noted in the Explanatory Notes to Resolution 1, broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
Exception 17 of ASX Listing Rule 7.1 provides that an agreement to issue equity securities that is conditional on the holders of the listed company's ordinary securities approving the issue before the issue is made, shall be an exception to this prohibition, provided that if an entity relies on this exception the listed company must not issue the equity securities without such approval.
Resolutions 2 and 3 seek Shareholder approval for the issue of the Placement Options to participants in the Placement and Broker Options to GBA Capital for the purposes of ASX Listing Rule 7.1.
If Resolutions 2 and 3 are passed, the Company will be able to proceed with the issue of Placement Options to investors in the Placement and Broker Options to GBA Capital. In addition, the Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.
If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Placement Options to investors in the Placement.
If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Broker Options to GBA Capital.
In accordance with the requirements of Listing Rule 7.3 the following information is provided in respect of Placement Options to investors in the Placement and Options to GBA Capital:
| Resolution 2 | Resolution 3 | |
|---|---|---|
| Party / Allottees^{1} | The Placement Options will be issued to those investors who subscribed for the Placement Shares. | GBA Capital Pty Ltd or its nominee(s). |
| Number of Securities to be issued | 88,865,180 options with an exercise price of $0.034 each and expiry date of 31 July 2027. | 17,773,036 options with an exercise price of $0.034 each and expiry date of 31 July 2027. |
| Material Terms of Securities | The material terms of the Placement Options are detailed in Appendix 1. The Shares issued upon the exercise of Placement Options will be fully paid ordinary shares and will rank equally in all respects with all other Shares on issue as at the date of their issue. | The material terms of the Broker Options are detailed in Appendix 1. The Shares issued upon the exercise of Placement Options will be fully paid ordinary shares and will rank equally in all respects with all other Shares on issue as at the date of their issue. |
| Date of issue | The Placement Options will be issued as soon as reasonably practicable following the Meeting on 26 June 2026 and, in any event, within three (3) months of the date of the Meeting. | The issue and allotment of the Broker Options will occur as soon as reasonably practicable following the Meeting on 26 June 2026 and, in any event, within three (3) months of the date of the Meeting. |
| Price, Consideration, Purpose | The Placement Options will be issued as part of the Placement to incentivise participation in the Placement. | |
| No funds will be raised upon the issue of Placement Options as they will be issued for no additional consideration. Funds will be raised upon the exercise of Placement Options and will be used to progress the Company's exploration activities and for working capital purposes at that time. | The Broker Options will be issued for nil issue price as part of the consideration payable to GBA Capital for capital raising services under the Lead Manager Agreement. | |
| No funds will be raised upon the issue of Broker Options as they will be issued for no additional consideration. Funds will be raised upon the exercise of Broker Options and will be used to progress the Company's exploration activities and for working capital purposes at that time. | ||
| Material terms of agreement | The relevant placement agreement provided that one (1) Placement Option would be issued for every one (1) Placement Share applied for under the Placement for nil consideration and included various conditions for a placement agreement of this sort. | The relevant Lead Manager Agreement provided that the Company remunerate the lead manager via issue of Options in relation to services provided in managing the Placement and included various other conditions usual for a placement of this sort. |
1 None of the parties in Resolutions 2 and 3 are Related Parties, substantial holders, advisers nor members of Key Management Personnel of the Company.
Board Recommendation: The Directors recommend that Shareholders vote in favour of Resolutions 2 and 3 and advise that they intend to vote any Shares that they own or control in favour of Resolutions 2 and 3.
The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 2 and 3.
Resolution 4: Approval to modify Terms of Existing Options
On 6 May 2026, the Company announced that it had agreed to issue 88,865,180 Placement Options as detailed in the explanation to Resolution 1. The offer of Placement Options was made and included terms that the Placement Options would be issued subject to Shareholder approval and quoted subject to meeting ASX requirements for a new class of quoted Security.
The Company also identified that there were other holders of options on issue with the same terms except for the quotation condition.
The Company has agreed to seek quotation on the ASX of the Existing Options, to provide liquidity to an otherwise illiquid security.
The Existing Options currently provide that they cannot be transferred and this prohibition on transfer of the Existing Options is inconsistent with quotation and requires amendment in order for the Existing Options to be quoted.
The terms of the Existing Options were set out in section 8.5 of the prospectus lodged with ASX on 29 May 2025, which included the following (lodged under former Company name Copper Search Ltd):
Transfer and Quotation
The Options to be issued pursuant to this Prospectus are not transferable. Copper Search has not and will not apply to the ASX for Quotation of the Options.
The only change to the terms of the Existing Options is to change the "Transfer and Quotation" section as follows:
Transfer and Quotation
The holder of any Options may transfer some or all of their Options in any manner authorised by the Corporations Act or, if applicable, the ASX. The Company will apply to the ASX for Quotation of the Options. However, the Company cannot guarantee that the ASX will accept Quotation of the Options in which case they will remain unlisted. If the Company is still admitted to the ASX's Official List at the time of exercise, the Company will make an application for new Shares allotted on exercise of the Options to be Quoted on the ASX.
If Resolution 4 is passed, the terms of the Existing Options will be amended to remove the transfer prohibition so as to facilitate quotation of the Existing Options on the same terms as Placement Options. The terms of the Placement Options are set out in Annexure 1.
If Resolution 4 is not passed, the terms of the Existing Options will not be amended to remove the transfer prohibition and obtain quotation of the Existing Options on the same terms as Placement Options.
ASX Listing Rule 6.23.4 only permits a change to the terms of an option, that is not prohibited under listing rule 6.23.3, where approved by its Shareholders. Consequently, Resolution 4 seeks Shareholder approval for the amendment to the terms of the Existing Options to remove the transfer prohibition and permit quotation on ASX.
Board Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 4 and advise that they intend to vote any Shares that they own or control in favour of Resolution 4.
The Chair of the Meeting intends to vote all undirected proxies in favour of Resolution 4.
Resolutions 5, 6, 7 and 8: Approval to modify Terms of Existing Options held by Directors Christopher Sutherland, Duncan Chessell, Peter McIntyre and Tony Belperio
As detailed in the explanation to Resolution 1, on 6 May 2026, the Company announced that it had agreed to issue 88,865,180 Placement Options. The offer of Placement Options was made and included terms that the Placement Options would be issued subject to Shareholder approval and quoted subject to meeting ASX requirements for a new class of quoted Security.
The Company also identified that there were other holders of options on issue with the same terms except for the ability to transfer the options. The Company has agreed to obtain quotation on the ASX of the Existing Options, to provide liquidity to an otherwise illiquid security. Each of the Company's Directors (Participating Directors) is a holder of Existing Options and consequently requires separate Shareholder approval to amend the terms of the Existing Options as detailed in the explanation to Resolution 4.
If Resolutions 5, 6, 7 and 8 are passed, the terms of the Existing Options will be amended to remove the transfer prohibition and obtain quotation of the Existing Options held by Participating Directors on the same terms as Placement Options. The terms of the Placement Options are set out in Annexure 1.
If Resolutions 5, 6, 7 and 8 are not passed, the terms of the Existing Options will not be amended to remove the transfer prohibition and obtain quotation of the Existing Options held by Participating Directors on the same terms as Placement Options.
ASX Listing Rule 6.23.4 only permits a change to the terms of an option, that is not prohibited under listing rule 6.23.3, where approved by its Shareholders. Consequently, Resolutions 5, 6, 7 and 8 seek Shareholder approval for amendment to the terms of the Existing Options to remove the transfer prohibition and permit quotation on ASX.
Further, the change to the Existing Options requires shareholder approval under ASX Listing Rule 10.11 for the change to issued equity securities to, among other defined persons, a Related Party of an entity, an Associate of a Related Party or a person who is (or was at any time in the last 6 months before issue).
Accordingly, as the Participating Directors are Related Parties of the Company (by virtue of their position as Directors) and therefore fall within numerous categories of Listing Rule 10.11 – specifically Listing Rule 10.11.1 and Listing Rule 10.11.4, Shareholder approval is being sought for the amendment to terms of a total of 3,138,909 Existing Options to the Participating Directors (or their nominated Associates) on the terms set out below.
10
11
Corporations Act
Under Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a Related Party unless an exception applies or shareholders have, in a general meeting, approved the giving of that financial benefit to the Related Party. The Participating Directors are Directors and are therefore each a Related Party of the Company.
The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed amendment to Existing Option terms, pursuant to Resolutions 5, 6, 7 and 8, on the basis that exception in section 210 of the Corporations Act applies as the Participating Directors are proposing to have their Existing Options amended on the same terms as other holders of Existing Options.
ASX Listing Rules Disclosure
ASX Listing Rule 10.13 requires that the following information to be provided to Shareholders when seeking an approval for the purposes of ASX Listing Rule 10.11:
| Resolution 5 | Resolution 6 | Resolution 7 | Resolution 8 | |
|---|---|---|---|---|
| Party | Sutho One Pty Ltd | |||
| , an entity associated with Mr Christopher Sutherland. | Chessarno Pty Ltd | |||
| , an entity associated with Mr Duncan Chessell. | Labonne Enterprises Pty Ltd | |||
| , an entity associated with Mr Peter McIntyre. | Mr Antonio Peter Belperio | |||
| , an entity associated with Mr Tony Belperio. | ||||
| Relationship to the Company | In each case, a Director of the Company and, therefore, a person falling within category 10.11.1. of the Listing Rules and their Associates fall within Listing Rule 10.11.4. | |||
| Securities issued | The maximum Existing Options held by Sutho One Pty Ltd | |||
| , to be amended is 815,800. | The maximum number Existing Options held by Chessarno Pty Ltd | |||
| , to be amended is 88,235 Options. | The maximum number of Existing Options held by Labonne Enterprises Pty Ltd | |||
| , to be amended is 1,645,588 Options | The maximum number Existing Options held by Mr Antonio Peter Belperio | |||
| , to be amended is 589,286 Options. | ||||
| Terms | The material terms of the Options are detailed in Appendix 1. Shares issued upon the exercise of Options will be fully paid ordinary shares and will rank equally in all respects with all other Shares on issue as at the date of their issue. | |||
| Date of issue | The Options were issued on 30 June 2025 (227,565 Options) and 22 July 2025 (588,235 Options). | The Options were issued on 22 July 2025. | The Options were issued on 30 June 2025 (175,000 Options) and 22 July 2025 (1,470,588 Options). | The Options were issued on 30 June 2025 (89,286 Options) and 22 July 2025 (500,000 Options). |
| The terms of the Existing Options are proposed to be amended as soon as practicable and in any event no later than 1 month after the Meeting. | ||||
| Consideration | No consideration is payable for the amendment to Existing Options. | |||
| No funds will be raised as no new Securities are being issued. Funds will be raised upon the exercise of Existing Options and will be used to progress the Company's exploration activities and for working capital purposes at that time. | ||||
| Material terms of agreement | The Participating Directors are proposing to participate in the amendment to Existing Options on the same terms as other holders of Existing Options. | |||
| Purpose | The terms of the Existing Options are being amended for nil additional consideration on the same terms as other holders of Existing Options to provide liquidity for option holders. |
Board Recommendation
The Directors decline to make a recommendation to Shareholders in relation to their own respective Resolutions under which the terms of their Existing Options will be amended due to their material personal interest in the outcome of that Resolution.
The Directors do not have a personal interest in the outcome of the Resolutions related to the amendment of Existing Options to the other Directors. The Directors (other than the Directors in relation to their own Resolution) recommend that Shareholders vote in favour of Resolutions 5, 6, 7 and 8.
The Directors, except as the recommendation relates to their own Securities, make the recommendation above for the following reasons:
- the amendment to terms of Existing Options to the Participating Directors (or their Associates) will better align the interests of the Participating Directors with those of other option holders;
- the amendment of Existing Options is reasonable and appropriate as the Participating Directors are proposing to participate in the amendment to the Existing Options on the same terms as other holders of Existing Options; and
- it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in amending the terms of the Existing Options on the terms proposed.
The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 5, 6, 7 and 8.
Glossary
In the Notice of Meeting and Explanatory Notes:
10% Additional Placement Capacity means the Equity Securities issued under Listing Rule 7.1A.
ACST means Australian Central Standard Time (Adelaide time).
Altitude Minerals or the Company means Altitude Minerals Ltd (ABN 78 650 673 500).
Associate has the meaning given to that term in the Listing Rules.
ASX means ASX Limited (ABN 98 008 624 691).
Board means the board of Directors of Altitude Minerals.
Chair of the Meeting means the chairman of the Meeting.
Closely Related Party has the meaning given to it in the Corporations Act and the Corporations Regulations.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations Regulations means the Corporations Regulations 2001 (Cth).
Director means a director of the Company.
Equity Securities or Securities has the same meaning as in the Listing Rules.
Explanatory Notes means these explanatory notes.
GBA Capital means GBA Capital Pty Ltd (ACN 643 029 123).
Key Management Personnel means a member of the key management personnel as disclosed in the Remuneration Report.
Lead Manager means GBA Capital.
Lead Manager Agreement means the agreement between the Company and GBA Capital to manage the Placement.
Listing Rules and ASX Listing Rules means the listing rules of ASX.
Meeting or General Meeting means a general meeting of Shareholders to be held at the offices of Grant Thornton, Level 3, 170 Frome Street, Adelaide SA 5000 on Friday 26 June 2026 at 12:00pm ACST.
Member or Shareholder means each person registered as a holder of a Share.
Notice or Notice of Meeting means this Notice of General Meeting.
Option or Existing Option means an unquoted options with an exercise price of $0.034 and expiry of 31 July 2027 (ASX:ATTAL).
Ordinary Resolution means a resolution passed by more than 50% of the votes cast by Shareholders entitled to vote at a general meeting of Shareholders.
Placement means 88,865,180 Shares at a price of $0.013 per Share and 88,865,180 attaching Options on a 1 for 1 basis under a private placement to sophisticated, professional and institutional investors.
Placement Shares means 88,865,180 Shares allotted to applicants under the Placement.
Placement Option or Broker Option means options with terms defined as Option issued and agreed to be issued under the Placement.
Resolution means a resolution referred to in this Notice.
Share means a fully paid ordinary share in the capital of the Company.
12
Appendix 1
Key terms of Options
Exercise Period and Expiry Date
The Options are exercisable at any time on a Business Day prior to 5:00pm (Sydney time) on 31 July 2027 (Expiry Date). Options not exercised by that date will lapse.
Exercise Price
Each Option entitles the holder to acquire one (1) Share on payment of the sum of $0.034 per Option (Exercise Price) to Altitude Minerals.
Notice of Exercise
Eligible Shareholders will receive an exercise notice at the same time that they receive a holding statement in respect of the Options (Exercise Notice).
Options may be exercised at any time prior to 5:00pm (Sydney time) on the Expiry Date by delivering a duly executed Exercise Notice to Altitude Minerals, together with payment for the aggregate Exercise Price for the Options being exercised.
Options will be deemed to have been exercised at a time determined by Altitude Minerals and in any event no earlier than Altitude Minerals having received the aggregate Exercise Price (in cleared funds) in respect of the Options exercised in accordance with the Exercise Notice.
Some or all of the Options may be exercised at any one time or times prior to the Expiry Date. Options must be exercised in respect of a minimum of 100,000 Options except where an Option holder holds less than 100,000 Options, in which case all Options held by that Option holder must be exercised.
Shares Issued on Exercise of Options
Shares to be issued pursuant to the exercise of Options will be issued following receipt of all the relevant documents and payments (in cleared funds) and will rank equally with the then issued Shares.
Shares issued pursuant to the exercise of Options will have the same rights and liabilities as Altitude Minerals' existing Shares on issue as at the date of the exercise of the Options.
If the holder of any Options exercises less than the total number of Options registered in their name, Altitude Minerals will provide the holder of any Options with a new holding statement stating the remaining number of Options registered in that holder's name, together with a new exercise notice.
Transfer and Quotation
The holder of any Options may transfer some or all of their Options in any manner authorised by the Corporations Act or, if applicable, the ASX. The Company will apply to the ASX for Quotation of the Options. However, the Company cannot guarantee that the ASX will accept Quotation of the Options in which case they will remain unlisted. If the Company is still admitted to the ASX's Official List at the time of exercise, the Company will make an application for new Shares allotted on exercise of the Options to be Quoted on the ASX.
Participation Rights or Entitlements
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of securities offered to Shareholders during the term of the Options, except in their capacity as existing Shareholders.
Bonus Issues
If, prior to the expiry of the Options, Altitude Minerals makes a bonus issue of Shares to Shareholders for no consideration, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the relevant record date for the bonus issue.
Pro-Rata Issue
If, from time to time, before the expiry of the Options, Altitude Minerals makes a pro-rata issue of Shares to shareholders, the exercise price of the Options may be amended in accordance with ASX Listing Rule 6.22.2.
Capital reorganisation
If there is a reorganisation of the issued capital of Altitude Minerals (including any consolidation, subdivision, reduction, or return of capital), the rights of the holder of Options shall be changed to the extent necessary to comply with the ASX Listing Rules at the time of the reorganisation.
13
ALTITUDE MINERALS LTD
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Altitude Minerals Ltd | ABN 78 650 673 500
Your proxy voting instruction must be received by 12:00pm (ACST) on Wednesday, 24 June 2026, 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
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/#/home Shareholders 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://portal.automic.com.au/investor/home or
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:
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)
ATT
AU TOMIC
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Altitude Minerals Ltd, to be held at 12:00pm (ACST) on Friday, 26 June 2026 at the offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia hereby.
Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.
Please note: 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. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by marking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 5, 6, 7 and 8 (except where I/we have indicated a different voting intention below) even though Resolutions 5, 6, 7 and 8 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Ratification of issue of Placement Shares | ☐ | ☐ | ☐ |
| 2 | Approval to Issue 88,865,180 Placement Options | ☐ | ☐ | ☐ |
| 3 | Approval to Issue 17,773,036 Broker Options to GBA Capital Pty Ltd (or its nominee(s)) | ☐ | ☐ | ☐ |
| 4 | Approval to modify Terms of Existing Options | ☐ | ☐ | ☐ |
| 5 | Approval to modify Terms of Existing Options held by Director Christopher Sutherland | ☐ | ☐ | ☐ |
| 6 | Approval to modify Terms of Existing Options held by Director Duncan Chessell | ☐ | ☐ | ☐ |
| 7 | Approval to modify Terms of Existing Options held by Director Peter McIntyre | ☐ | ☐ | ☐ |
| 8 | Approval to modify Terms of Existing Options held by Director Tony Belperio | ☐ | ☐ | ☐ |
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution 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
Social Director and Sole 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).