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ANTILLES GOLD LIMITED Proxy Solicitation & Information Statement 2026
64277_rns_2026-04-23_d338ddeb-8100-4ace-b7c0-3c874e4a539c.pdf
Proxy Solicitation & Information Statement
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ASX Announcement
ANTILLES GOLD LIMITED
ABN: 48 008 031 034 ASX CODE: AAU
24 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Attached is a Notice of Meeting and sample proxy form in respect of the Annual General Meeting of Shareholders for Antilles Gold Limited (ASX Code: AAU) which is to be held on Thursday 28 May 2026 at 10.30am AEST at The Minters 1910 Room, Peppers Craigieburn Bowral, Centennial Road, Bowral NSW.
This notice has been authorised by the Company Secretary of Antilles Gold Limited.
For further information, please contact:
Tracey Aitkin,
Company Secretary, Antilles Gold Limited
T: +61 (02) 4861 1740
E: [email protected]
REGISTERED OFFICE:
55 Kirkham Road
Bowral NSW 2576 Australia
PO Box 846
Bowral NSW 2576 Australia
T 61 2 4861 1740
E [email protected]
ANTILLES GOLD LIMITED
ABN: 48 008 031 034 ASX CODE: AAU
ANTILLES GOLD LIMITED
ABN 48 008 031 034
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of Shareholders will be held on 28 May 2026 at 10:30am (AEST)
at
The Minters 1910 Room, Peppers Craigieburn Bowral, Centennial Road, Bowral NSW
If you are unable to attend the meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.
ANTILLES GOLD LIMITED
ABN 48 008 031 034
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of the Shareholders of Antilles Gold Limited (the Company or Antilles Gold) will be held on 28th of May 2026 commencing at 10:30am (AEST) at The Minters 1910 Room, Peppers Craigieburn Bowral, Centennial Road, Bowral NSW.
The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.
AGENDA
ORDINARY BUSINESS
Receipt of Financial Statements and Reports
To receive and consider the Financial Statements, Directors’ Report and the Independent Auditor’s Report for Antilles Gold and its controlled entities for the year ended 31 December 2025.
RESOLUTION 1: ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, pass the following advisory resolution as an ordinary resolution:
“That for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors’ Report) for the financial year ended 31 December 2025 be adopted.”
Please note that the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 1 (in any capacity) by or on behalf of:
(a) any member of the Company’s Key Management Personnel (KMP), details of whose remuneration is disclosed in the Remuneration Report; or
(b) any closely related parties of those KMP; or
(c) as a proxy by any other person who is a member of the KMP at the time of the AGM, or their closely related parties,
unless the vote is cast as proxy for a person who is entitled to vote on Resolution 1 and:
(d) the vote is cast in accordance with a direction on the proxy form specifying how the proxy is to vote on Resolution 1, or
(e) the vote is cast by the Chairman of the meeting and the proxy form expressly authorizes the Chairman to vote as the Chairman sees fit on Resolution 1, even though the resolution is connected to the remuneration of members of the Company’s KMP.
RESOLUTION 2: ELECTION OF MR ZHONGYI ZHANG AS A DIRECTOR OF THE COMPANY
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Zhongyi Zhang, having been appointed to the Board during the year, retires as a Director in accordance with the Constitution and having consented and being eligible for election, be elected as a Director of the Company”
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RESOLUTION 3: RE-ELECTION OF MRS ANGELA PANKHURST AS A DIRECTOR OF THE COMPANY
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mrs Angela Pankhurst, being a Director who retires by rotation pursuant to the Constitution of the Company and being eligible, be re-elected as a Director of the Company."
RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES TO LAKE CAPITAL PARTNERS 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 ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 1,508,256 Shares issued under the Company's Listing Rule 7.1 capacity, on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, Lake Capital Partners Ltd (and/or its nominees)); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(c) 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
(d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(e) 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 the 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.
RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO GOLD ROYALTY PROVIDERS
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, approval is given for the Company to issue the following New Options:
(a) up to 75,000,000 New Options to Astrovest Group Inc (and/or its nominees);
(b) up to 300,000,000 New Options to Lucerne Investment Ltd (and/or its nominees)
on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, Astrovest Group Inc and Lucerne Investment Ltd (and/or its nominees)); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(c) 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
(d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(e) 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 the 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.
SPECIAL BUSINESS
RESOLUTION 6: APPROVAL OF ADDITIONAL CAPACITY TO ISSUE SHARES
To consider and, if thought fit, to pass with or without amendment the following resolution as a special resolution:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and an associate of that person.
However, this does not apply to a vote cast in favour of a resolution by:
(a) 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
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) the 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 the directions given by the beneficiary to the holder to vote in that way.
An approval under this rule 7.1A commences on the date of the Annual General Meeting at which the approval is obtained and expires on the first to occur of the following:
(a) The date that is 12 months after the date of the Annual General Meeting at which the approval is obtained.
(b) The time and date of the entity's next Annual General Meeting.
(c) The time and date of the approval by holders of the eligible entity's ordinary securities of a transaction under rule 11.1.2 or rule 11.2.
By Order of the Board
Tracey Aitkin
Company Secretary
17 April 2026
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PROXY AND SHAREHOLDER INFORMATION
Attendance and Voting
The Company has, for the purposes of determining voting entitlements at this Annual General Meeting (AGM), determined that all the Shares of the Company recorded in the Company's register at 7pm (AEST) on 26 May 2026, shall be taken to be held by the persons registered as holding the Shares at that time. Only those persons will be entitled to vote at the AGM and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.
Shareholders may vote by attending the AGM in person or by proxy (see below).
Ordinary resolutions require the support of more than 50% of those Shareholders voting in person, by proxy, by representative or by attorney. Special resolutions require the support of at least 75% of those Shareholders voting in person, by proxy, by representative or by attorney.
Every resolution put to the Shareholders at this AGM will be decided on a poll. Upon a poll, every person who is present in person or by proxy, representative or attorney, will have one vote for each Share held by that person.
Proxies
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
- each Shareholder has the right to appoint a proxy;
- the proxy need not be a Shareholder of the Company; and
- a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
To vote by proxy, you must complete and lodge the Proxy Form using one of the following methods:
| Online | Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View 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 on the front of the Proxy Form.
For further information on the online proxy lodgment process please see the Online Proxy Lodgment Guide at https://investor.automic.com.au/#/loginsah |
| --- | --- |
| By post | Automic, GPO Box 5193, Sydney NSW 2001 |
| By hand | Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 |
| By email | [email protected] |
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
Corporate Representatives
A corporate Shareholder or corporate proxy wishing to appoint a person to act as its representative at the meeting may do so by providing that person with the following information which the representative should bring to the meeting:
- a letter executed in accordance with the Shareholder's or proxy's constitution and the Corporations Act authorising that person as the corporate Shareholder's or proxy's representative at the meeting; or
- a copy of the resolution appointing the person as the corporate Shareholder's or proxy's representative at the meeting, certified by the company secretary or a director of the corporate Shareholder or proxy.
ANTILLES GOLD LIMITED
ABN 48 008 031 034
EXPLANATORY STATEMENT TO SHAREHOLDERS
Financial Statements and Reports
The Financial Statements, Directors' Report and Auditor's Report for the Company for the year ended 31 December 2025 will be laid before the meeting. The Financial Statements and Reports are contained in the Company's 2025 Annual Report, which is available on the Company's website https://antillesgold.net.
There is no requirement for Shareholders to approve these Reports. However, the Chairman of the meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the management of the Company. Shareholders will also be given a reasonable opportunity to ask the auditor or the auditor's representative, questions relevant to the conduct of the audit and the content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the Financial Statements and Reports and the independence of the auditor in relation to the conduct of the audit.
Written questions to the Company's auditor about the content of the Auditor's Report and the conduct of the audit of the Annual Financial Report to be considered at the meeting may be submitted up to five business days before the meeting to:
The Chairman, Antilles Gold Limited, PO Box 846, Bowral 2576 NSW Australia
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
In accordance with section 250R(2) of the Corporations Act, the Company is required to put a non-binding resolution to its members that the Remuneration Report as contained in the Directors' Report in the 2025 Annual Report, be adopted.
The Remuneration Report sets out the Company's remuneration arrangements for the executive and non-executive Directors and executive employees of the Company.
Shareholders will be given the opportunity to ask questions and to make comments on the Remuneration Report at the meeting.
Under the Corporations Act, if at least 25% of votes cast on the resolution are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Executive Chairman) must go up for re-election. The Company encourages all Shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).
Proxy Voting Restrictions in Respect of Resolution 1
The Company will disregard any votes cast in favour of Resolution 1 by KMP or closely related parties of KMP.
The KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. Members of KMP include Directors (both executive and non-executive) and certain senior executives named in the Company's Remuneration Report.
A 'closely related party' is defined in the Corporations Act 2001 (Cth) and includes a KMP's spouse, dependent and certain other close family members, as well as companies controlled by the KMP.
Recommendation: The Board recommends that Shareholders vote in favour of Resolution 1. The Chairman intends to vote all available proxies given to him "For" the adoption of the Remuneration Report.
RESOLUTION 2 – ELECTION OF DIRECTOR – ZHONGYI ZHANG
Mr Zhang was appointed as an additional Director on 13 January 2026 under Article 52.1 of the Company's Constitution. Mr Zhang was nominated by Shandong Xinhai Mining Technology & Equipment Inc ("Xinhai Mining") under the terms of a binding Memorandum of Understanding between Antilles Gold Inc, Xinhai Mining, and Minera La Victoria SA, which was advised to ASX on 11 September 2025.
Under ASX Listing Rule 14.4 and Article 52.2 of the Company's Constitution, a Director appointed as an addition to the existing Directors holds office until the next annual general meeting and then is eligible for election.
Mr Zhang offers himself for election as a Director of the Company. Details of Mr Zhang's qualifications and experience are set out in the Company's 2025 Annual Report.
Recommendation: The Board (excluding Mr Zhang) unanimously recommends that Shareholders vote in favour of adopting Resolution 2.
RESOLUTION 3 – RE-ELECTION OF DIRECTOR – ANGELA PANKHURST
In accordance with ASX Listing Rule 14.4 and Article 54.1 of the Company's Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.
Accordingly, pursuant to Article 54.1 of the Company's Constitution, Mrs Angela Pankhurst, being a Director of the Company, retires by way of rotation and, being eligible, offers herself for re-election. Details of the qualifications and experience of Mrs Pankhurst are set out in the 2025 Annual Report.
Recommendation: The Board (excluding Mrs Pankhurst) recommends that Shareholders vote in favour of adopting Resolution 3.
RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES TO LAKE CAPITAL PARTNERS LTD
Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of 1,508,256 Shares issued at a deemed issue price of $0.014 per Share, to Lake Capital Partners Ltd (and/or its nominees) in lieu of fees payable for acting as the Company's nominated director on the board of joint venture company Minera La Victoria S.A. in Cuba (Services) totaling $21,115.58, pursuant to the Company's Listing Rule 7.1 capacity.
The Services were carried out under an agreement between the Company and Lake Capital Partners Ltd dated 12 July 2022 (Lake Capital Agreement).
The Lake Capital Agreement was for services to act as the Company's nominated director on the board of joint venture company Mineral La Victoria S.A. in Cuba. The Lake Capital Agreement has been extended for a further period of 12 months and expires on 1 April 2027. It may be terminated by either party by providing 2 months' written notice to the other party.
The Lake Capital Agreement otherwise contains terms considered standard for an agreement of this nature.
ASX Listing Rules 7.1 and 7.4
Broadly speaking, and subject to a number of exceptions which are contained in ASX Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its Shareholders over a 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
The Shares do not fit within any of the exceptions of ASX Listing Rule 7.2 and, as it has not yet been ratified by the Company's Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the issue date.
ASX 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 ASX 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 into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares.
Technical information required by ASX Listing Rule 14.1A
If Resolution 4 is passed, the Shares will be excluded in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
If Resolution 4 is not passed, the Shares will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:
(a) the Shares were issued to Lake Capital Partners Ltd (and/or its nominees);
(b) a total of 1,508,256 Shares were issued under the Company's Listing Rule 7.1 capacity;
(c) the Shares were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(d) the Shares were issued on 8 April 2026;
(e) the Shares were issued for nil consideration. The Shares were issued in lieu of payment of fees, for services provided (having a deemed issue price of $0.014 per Share);
(f) the purpose of the issue of the Shares was in satisfaction of trade payables, as specified above;
(g) the Shares were issued under the Lake Capital Agreement. A summary of the material terms of the Lake Capital Agreement is set out above; and
(h) a voting exclusion statement is set out in the Notice in respect of Resolution 4
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Recommendation: The Board believes that Resolution 4 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution. The Chair intends to vote undirected proxies in favour of this Resolution.
RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO GOLD ROYALTY PROVIDERS
As announced by the Company on 17 March 2026, the Company has agreed to issue up to 375,000,000 unlisted Options (exercisable at $0.02 and expiring on 31 December 2027) (New Options) to two investors who have agreed to provide funding by way of Gold Royalty Agreements for the Nueva Sabana copper-gold mine in Cuba which is currently under construction (Investors).
A total of US$5.0M will be paid by two Investors, Astrovest Group Inc (US$1.0M), and Lucerne Investment Ltd (US$4.0M), directly to the Engineering, Procurement, and Construction contractor, Xinhai Mining, to match their monthly progress payments between early April 2026 and early July 2026.
On receipt of the investment amounts by Xinhai Mining, subject to Shareholder approval, the Investors will be entitled to be issued 75,000,000 and 300,000,000 New Options, respectively.
Accordingly, Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 375,000,000 New Options to the two Investors.
ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is set out under the Resolution 4 Explanatory Statement above.
The proposed issue of the New Options does not fall within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by the Company's Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the issue date.
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. To this end, Resolution 5 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the New Options.
Technical information required by ASX Listing Rule 14.1A
If Resolution 5 is passed, the Company will be able to proceed with the issue of the New Options. In addition, the issue of the New Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 5 is not passed, the New Options will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5:
(a) the New Options will be issued to Astrovest Group Inc and Lucerne Investment Ltd (and/or its nominees)
(b) the maximum number of New Options to be issued is 375,000,000;
(c) a summary of the terms and conditions of the New Options is set out in Schedule 1;
(d) the New Options will be issued no later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of all the New Options will occur on the same date;
(e) the New Options are being issued for nil consideration, pursuant to two Gold Royalty Agreements as outlined above;
(f) funds raised from the two Gold Royalty Agreements will be used in the construction of the Nueva Sabana copper-gold mine in Cuba; and
(g) a voting exclusion statement is included in the Notice.
Recommendation: The Board believes that Resolution 5 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution. The Chair intends to vote undirected proxies in favour of this Resolution.
RESOLUTION 6 - APPROVAL OF ADDITIONAL CAPACITY TO ISSUE EQUITY SECURITIES
ASX Listing Rule 7.1A provides that eligible entities (being entities with market capitalization of less than $300 million and not being included in the ASX 300 index), may seek prior Shareholder approval to raise an additional 10% in capital through placements over a 12 month period after the Annual General Meeting (10% Placement Facility) in addition to the Company's 15% placement capacity under Listing Rule 7.1.
The Company is an eligible entity and is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities (which has the same meaning as the Listing Rules) under the 10% Placement Facility.
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 being obtained.
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 and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
The exact number of Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer below).
Listing Rules information requirements
Listing Rule 7.1A provides that, with prior Shareholder approval by way of a special resolution at an Annual General Meeting, the Company may, within the following 12 months, issue an additional 10% of issued capital by way of placements.
Any Equity Security issued under the 10% Placement facility must be in the same class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of this Notice, has on issue two classes of quoted Equity Securities, Shares and Listed Options.
The number of additional Equity Securities that may be issued under the 10% Placement Facility if Resolution 6 is approved will be calculated in accordance with the formula $(A \times D) - E$, where:
A is the number of Shares on issue 12 months before the date of issue or agreement,
- plus the number of Shares issued in the 12 months under an exception in Listing Rule 7.2 other than exception 9, 16 or 17,
- plus the number of Shares issued in the 12 months on the conversion of convertible securities within rule 7.2 exception 9 where:
- the convertible securities were issued or agreed to be issued before the commencement of the 12 month period; or
- the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,
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- plus the number of Shares issued in the 12 months under an agreement to issue Shares within rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the 12 months; or
- the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,
- plus the number of any other Shares issued in the 12 months with approval of Shareholders under Listing Rules 7.1 or 7.4,
- plus the number of partly paid Shares that became fully paid in the 12 months
- less the number of Shares cancelled in the 12 months,
D equals 10%
E equals the number of Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months where the issue or agreement has not been subsequently approved by the holders of its *ordinary securities under rule 7.4.
Under Resolution 6, the Company seeks Shareholder approval to increase the Company's capacity under Listing Rule 7.1 and 7.1A to issue further Equity Securities representing up to 25% of the Company's issued capital in the next 12 months.
At the date of this Notice, the Company has on issue 3,131,140,179 Ordinary Shares and therefore has a capacity to issue:
(a) 469,671,027 Equity Securities under Listing Rule 7.1; and
(b) if Resolution 6 is approved, 313,114,018 Equity Securities under Listing Rule 7.1A.
In accordance with the requirements of Listing Rule 7.3A, the Company provides the following information to Shareholders:
(a) The minimum price at which Equity Securities will be issued pursuant to the approval sought by Resolution 6 will be no less than 75% of the volume weighted average price for Equity Securities calculated over the 15 trading days on which trades of the same class of securities were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i), the date on which the Equity Securities are issued.
(b) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the table below to the extent Shareholders do not receive any Shares under the issue. There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date, which may have an effect on the amount of funds raised.
The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Shares for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.
The table also shows:
(i) two examples where variable A has increased by 50% and 100%. Variable A is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders meeting; and
(ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.
| Variable A in Listing Rule 7.1A | Dilution | |||
|---|---|---|---|---|
| 0.00675 (50% decrease in Market Price*) | $0.0135 (Current Market Price*) | $0.027 (100% increase in Market Price*) | ||
| Current Variable A 3,131,140,179 shares | 10% Voting Dilution | 313,114,018 Shares | 313,114,018 Shares | 313,114,018 Shares |
| Funds raised | $2,113,520 | $4,227,039 | $8,454,078 | |
| 50% Increase in current Variable A 4,696,710,269 shares | 10% Voting Dilution | 469,671,027 Shares | 469,671,027 Shares | 469,671,027 Shares |
| Funds raised | $3,170,279 | $6,340,559 | $12,681,118 | |
| 100% Increase in current Variable A 6,262,280,358 shares | 10% Voting Dilution | 626,228,036 Shares | 626,228,036 Shares | 626,228,036 Shares |
| Funds raised | $4,227,039 | $8,454,078 | $16,908,157 |
- "Market Price" is the closing price of Shares traded on ASX on 16 April 2026, being the date prior to the date of this Notice.
The table above demonstrates the effect of an issue of Shares under Listing Rule 7.1A on the position of existing Shareholders and has been prepared based on the following assumptions:
(a) The current variable "A" is calculated as the current number of Shares on issue as at the date of this Notice, being 3,131,140,179;
(b) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility;
(c) The 10% voting dilution reflects the aggregate percentage dilution against the issued capital at the time of issue. This is why the voting dilution is shown in each example as 10%;
(d) The table does not show an example of dilution that may be caused by a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holdings at the date of the Meeting;
(e) The table shows only the effect of issues of Equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1;
(f) The issue of Equity Securities under the 10% Placement Facility consists only of Shares; and
(g) The current market price is $0.0135, being the closing price of the Shares in the ASX on 16 April 2026.
The approval under Resolution 6 for the issue of Equity Securities will expire on the earlier of:
- 27 May 2027, being 12 months after the date of the Annual General Meeting at which the approval is obtained; or
- The time and date of the Company's next Annual General Meeting;
The approval will also cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities), or Listing Rule 11.2 (disposal of main undertakings),
The Company may seek to issue the Equity Securities under the 10% Placement Facility for the following purpose:
(i) Cash consideration: fund exploration growth through investment in the Company's joint venture in Cuba, and provide general working capital.
The Company will comply with the disclosure obligations under Listing Rules 7.1A(4), 3.10.3 and 2.7 upon issue of any Equity Securities.
The allottees under the 10% Placement Facility have not been determined as at the date of this Notice, but may include existing substantial Shareholders, other Shareholders and/or new investors who are not related parties or associates of a related party of the Company.
The Company's allocation policy in respect of the Equity Securities issued under the 10% Placement Facility will depend on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) The methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(ii) The effect of the issue of the Equity Securities on the control of the Company;
(iii) The financial situation and solvency of the Company; and
(iv) Advice from corporate and other advisors.
The Company previously obtained Shareholder approval under Listing Rule 7.1A at the 2025 Annual General Meeting held on 29 May 2025.
The Company has issued a total of 430,000,000 Equity Securities under Listing Rule 7.1A in the 12 months preceding the date of the Annual General Meeting. At the commencement of that 12 month period, the issue of these Equity Securities represented a total of 20.22% of the number of Equity Securities on issue at that time.
- In June 2025 the Company agreed to issue 200,000,000 Equity Securities to sophisticated investors and other persons to whom no disclosure is required. These investors were identified by the Company based on their alignment to the Company's investment and development strategy and the Lead Managers' understanding of each investor's relevant investment strategies, networks and risk profile. The Shares were issued at $0.004 per Share. This price was equal to the closing market price on 29 May 2025, being the date of the agreement to issue the Equity Securities. The Shares were issued to raise up to $800,000 (before costs) which was used to cover overheads and advances to the mining joint venture in Cuba.
- In August the Company agreed to issue 10,000,000 Equity Securities to sophisticated investors and other persons to whom no disclosure is required. These investors were identified by the Company based on their alignment to the Company's investment and development strategy and the Lead Managers' understanding of each investor's relevant investment strategies, networks and risk profile. The Shares were issued at $0.005 per Share. This price represented a discount of 16.7% to the closing market price on 4 August 2025, being the date of the agreement to issue the Equity Securities. The Shares were issued to raise up to $50,000 which was used for additional working capital of the Company.
13
- The Company agreed to issue the remaining 220,000,000 of the 430,000,000 Equity Securities in accordance with the Share Placement announced to the ASX on 11 September 2025, to Mr Zhongyi Zhang on 2 October 2025. The Shares were issued at $0.007 per Share. This price was equal to the closing market price on 11 September 2025, being the date of the agreement to issue the Equity Securities. The Shares were issued to raise up to $1.54 million which was used to cover advances to the mining joint venture in Cuba to carry out the early construction work on the Nueva Sabana mine, and for general working capital purposes of the Company.
Recommendation: The Board unanimously recommends that Shareholders vote in favour of Resolution 6.
14
Schedule 1 – Terms and conditions of New Options
The terms and conditions of the Options are as follows:
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (k), the amount payable upon exercise of each Option is $0.02 (Exercise Price).
(c) Expiry Date
Each Option will expire at 5:00 pm (AEDT) on 31 December 2027. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
(g) Timing of issue of Shares on exercise
Following the Exercise Date and within the time period specified by the ASX Listing Rules (or within 5 Business Days if the ASX Listing Rules do not apply or do not specify), the Company will:
- allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
- if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
- if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
If a notice delivered under this section for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors..
(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
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(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(k) Change in Exercise Price
An Option does not confer the right to a change in the Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(l) Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
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ANTILLES GOLD LIMITED
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Antilles Gold Limited | ABN 48 008 031 034
Your proxy voting instruction must be received by 10:30am (AEST) on Tuesday, 26 May 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://investor.automic.com.au/#/loginsah 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)
AUTOMIC
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Antilles Gold Limited, to be held at 10:30am (AEST) on Thursday, 28 May 2026 at The Minters 1910 Room, Peppers Craigieburn Bowral, Centennial Road, Bowral NSW 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 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 MR ZHONGYI ZHANG AS A DIRECTOR OF THE COMPANY | ☐ | ☐ | ☐ |
| 3 | RE-ELECTION OF MRS ANGELA PANKHURST AS A DIRECTOR OF THE COMPANY | ☐ | ☐ | ☐ |
| 4 | RATIFICATION OF PRIOR ISSUE OF SHARES TO LAKE CAPITAL PARTNERS LTD | ☐ | ☐ | ☐ |
| 5a | APPROVAL TO ISSUE UP TO 75,000,000 NEW OPTIONS TO ASTROVEST GROUP INC (AND/OR ITS NOMINEES) | ☐ | ☐ | ☐ |
| 5b | APPROVAL TO ISSUE UP TO 300,000,000 NEW OPTIONS TO LUCERNE INVESTMENT LTD (AND/OR ITS NOMINEE) | ☐ | ☐ | ☐ |
| 6 | APPROVAL OF ADDITIONAL CAPACITY TO ISSUE SHARES | ☐ | ☐ | ☐ |
| 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
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).