ANTIPA MINERALS LIMITED — Proxy Solicitation & Information Statement 2025

Jan 16, 2025

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17 January 2025

Dear Shareholders

GENERAL MEETING

An extraordinary meeting of the Company’s shareholders is scheduled to be held on 21 February 2025 at 11:00am (AWST)( Meeting ).

The Meeting will be held at the Forrest Centre, Suite 1, Level 14, 221 St Georges Terrace, Perth WA 6000, so that shareholders can attend in person. You can register from 10:45am (AWST) on the day of the Meeting.

The Notice of Meeting can be viewed and downloaded from https://antipaminerals.com.au/. As permitted by the Corporations Act, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy.

The Company strongly encourages shareholders to lodge a directed proxy form prior to the Meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to shareholders questions. However, votes and questions may also be submitted during the Meeting.

A complete copy of the Meeting documents has been posted on the Company’s ASX market announcements page.

Shareholders receiving electronic communications should ensure their details are up-to-date at www.investorcentre.com/au. You can also lodge your proxy and vote online at www.investorvote.com.

If you are unable to access any of the Meeting documents online please contact the Company Secretary, Luke Watson, on +61 8 9481 1103 or via email at admin@antipaminerals.com.au.

This announcement is authorised for market release by the Board of Antipa Minerals Ltd.

Sincerely,

Luke Watson Company Secretary Antipa Minerals Ltd

ANTIPA MINERALS LTD ABN 79 147 133 364 Level 2 16 Ord Street West Perth WA Australia 6005 T +61 8 9481 1103 E admin@antipaminerals.com.au W www.antipaminerals.com

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ANTIPA MINERALS LTD ACN 147 133 364 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (WST) DATE : 21 February 2025 PLACE : Forrest Centre, Suite 1, Level 14, 221 St Georges Terrace, Perth WA 6000

The business of the Meeting affects your shareholding and your vote is important.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 19 February 2025.

B US I N E S S O F T H E M E E T I N G

AGENDA

1. RESOLUTION 1 – RATIFY PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 155,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – RATIFY PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1A

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 485,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – CONSOLIDATION OF CAPITAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That, pursuant to section 254H of the Corporations Act and for all other purposes, Shareholders approve the consolidation of the issued capital of the Company on the basis that:

• (a) every 10 Shares be consolidated into 1 Share; and

• (b) every 10 Options be consolidated into 1 Option,

with fractional entitlements rounded down to the nearest whole Security.

Dated: 17 January 2025

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of Prior Issue of Shares under Listing Rule 7.1	Placement participants or any other person who participated in the issue or an associate of that person or those persons.
Resolution 2 – Ratification of Prior Issue of Shares under Listing Rule 7.1A	Placement participants or any other person who participated in the issue or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (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 by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9481 1103.

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E X PL A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 AND RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES

1.1 General

As announced by the Company on 19 December 2024, the Company secured binding commitments from new and existing institutional and sophisticated investors to raise A$16 million (before costs) through the issue of approximately 640 million fully paid ordinary Shares at an issue price of A$0.025 per Share ( Placement ).

These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 640,000,000 Shares at an issue price of $0.025 per Share as follows:

• (a) 155,000,000 Shares were issued on 27 December 2024 pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1); and

• (b) 485,000,000 Shares were issued on 27 December 2024 pursuant to the Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution 2).

Euroz Hartleys Limited and Cannacord Genuity (Australia) Limited were engaged by the Company to act as the joint lead managers to the Placement. The Company agreed to pay the joint lead managers a 6% cash fee (comprising a 3% management fee and a 3% distribution fee) on the proceeds of the Placement.

Funds raised under the Placement together with the Company’s existing A$23 million will be used by the Company for the following:

• (a) Completion of a PFS on the Minyari Project, followed by a DFS;

• (b) Mineral resource definition drilling for the PFS and DFS;

• (c) Resource extensional drilling;

• (d) Additional exploration discovery focused drilling; and

• (e) General working capital purposes.

1.2 Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 26 November 2024.

The issue did not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.

1.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

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The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

1.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the approval at the Company’s annual general meeting on 26 November 2024.

If these Resolutions are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the approval at the Company’s annual general meeting on 26 November 2024.

1.5 Technical information required by Listing Rules 7.4 and 7.5

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REQUIRED INFORMATION DETAILS
Names of persons to whom Professional and sophisticated investors who were
Securities were issued or identified through a bookbuild process, which involved
the basis on which those Euroz Hartleys Limited and Canaccord Genuity
persons were (Australia) Limited as the joint lead managers to the
identified/selected Placement seeking expressions of interest to participate
in the capital raising from non-related parties of the
Company.
The Company confirms that no Material Persons were
issued more than 1% of the issued capital of the
Company.
Number and class of 640,000,000 Shares were issued on the following basis:
Securities issued
(a) 155,000,000 Shares were issued under Listing
Rule 7.1 (ratification of which is sought under
Resolution 1); and
(b) 485,000,000 Shares issued pursuant to Listing
Rule 7.1A (ratification of which is sought under
Resolution 2).
Terms of Securities The Shares were fully paid ordinary shares in the capital
of the Company issued on the same terms and
conditions as the Company’s existing Shares.
Date(s) on or by which the 27 December 2024
Securities were issued
Price or other $0.025 per Share for Shares issued pursuant to Listing
consideration the Rule 7.1 and Listing Rule 7.1A.
Company received for the
Securities
Purpose of the issue, Refer to Section 1.1 for details of the proposed use of
including the intended use funds.
of any funds raised by the
issue
Summary of material terms The Shares were not issued under an agreement.
of agreement to issue
Voting Exclusion Statement A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
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2. RESOLUTION 3 – CONSOLIDATION OF CAPITAL

2.1 Background

As announced by the Company on 19 December 2024, the Company is intending to seek shareholder approval to consolidate the issued capital of the Company on a 10:1 basis. This Resolution seeks the required Shareholder approval for the purposes of section 254 of the Corporations Act and all other purposes to consolidate the Company's issued capital ( Consolidation ).

2.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

Listing Rule 7.20 provides that if an entity proposes to reorganise its capital, it must tell shareholders of each of the following:

• (a) the effect of the proposal on the number of securities and the amount unpaid (if any) of the securities;

• (b) the proposed treatment of any fractional entitlements arising from the reorganisation; and

• (c) the proposed treatment of any convertible securities on issue.

Listing Rule 7.22 provides that where an entity with options on issue undertakes a consolidation of its issued capital, the number of options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio.

2.3 Effect on capital structure

The effect which the Consolidation will have on the Company’s capital structure is set out in the table below.

	SHARES	OPTIONS
Pre-Consolidation1	5,500,028,682	828,173,745
Post Consolidation2,3,4	550,002,868	82,817,374

Notes:

1. Number of securities on issue as at 10 January 2025.

2. The terms of these Options are set out in the table below.

3. Assumes no Shares are issued (including on the exercise or conversion of convertible securities).

4. Subject to rounding of fractional entitlements in accordance Section 2.4 below.

The effect the Consolidation will have on the terms of the convertible securities that are current only issue or proposed to be issued as outlined in the table above (subject to rounding of fractional entitlements) is set out in the tables below:

Unquoted Options

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CLASS EXPIRY DATE PRE-CONSOLIDATION [1] POST-
CONSOLIDATION
NUMBER EXERCISE NUMBER EXERCISE
PRICE PRICE
Unlisted 31/03/2025 5,000,000 $0.0730 500,000 $0.73
Unlisted 31/08/2025 26,000,000 $0.0740 2,600,000 $0.74
Unlisted 23/10/2025 228,547,530 $0.0200 22,854,753 $0.20
Unlisted 18/11/2025 49,000,000 $0.0950 4,900,000 $0.95
Unlisted 30/04/2026 25,400,000 $0.0650 2,540,000 $0.65
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CLASS EXPIRY DATE PRE-CONSOLIDATION [1] POST-
CONSOLIDATION
NUMBER EXERCISE NUMBER EXERCISE
PRICE PRICE
Unlisted 16/08/2026 284,876,215 $0.0200 28,487,621 $0.20
Unlisted 10/11/2026 48,000,000 $0.0360 4,800,000 $0.36
Unlisted 31/10/2026 1,000,000 $0.0350 100,000 $0.35
Unlisted 30/06/2027 22,600,000 $0.0195 2,260,000 $0.195
Unlisted 31/07/2027 1,000,000 $0.0265 100,000 $0.265
Unlisted 30/09/2027 3,000,000 $0.0190 300,000 $0.19
Unlisted 16/11/2027 48,000,000 $0.0230 4,800,000 $0.23
Unlisted 28/02/2028 2,000,000 $0.0200 200,000 $0.20
Unlisted 30/09/2028 37,250,000 $0.0510 3,725,000 $0.51
Unlisted 25/11/2028 46,500,000 $0.03500 4,650,000 $0.35
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Notes:

1. Number of securities on issue as at 10 January 2025.

2.4 Fractional entitlements

Not all security holders will hold that number of Securities which can be evenly divided by 10. Fractional entitlements will be rounded down to the nearest whole number.

2.5 Indicative timetable

If this Resolution is passed, the Consolidation will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 7) of the Listing Rules):

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ACTION DATE
Company announced Consolidation and released Appendix
19 December 2024
3A.3
Company sends out the Notice 17 January 2025
Shareholders approve the Consolidation 21 February 2025
Company announces Effective Date of Consolidation 21 February 2025
Effective Date of Consolidation 21 February 2025
Last day for pre-Consolidation trading 24 February 2025
Post-Consolidation trading commences on a deferred
25 February 2025
settlement basis
Record Date
26 February 2025
Last day for the Company to register transfers on a pre-
Consolidation basis
First day for the Company to update its register and send
holding statements to security holders reflecting the change in 27 February 2025
the number of Securities they hold
Last day for the Company to update its register and to send
holding statements to security holders reflecting the change in
5 March 2025
the number of Securities they hold and to notify ASX that this
has occurred
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ACTION	DATE
Trading of Shares post-Consolidation commences on normal T+2 basis	6 March 2025

The above timetable is indicative only and the Board reserves the right to vary the timetable subject to compliance with the Listing Rules and all other applicable laws.

2.6 Holding statements

From the date two Business Days after the Effective Date (as set out in the timetable in Section 2.5 above), all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a postConsolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each security holder to check the number of Securities held prior to disposal or exercise (as the case may be).

2.7 Taxation

It is not considered that any taxation implications will exist for security holders arising from the Consolidation. However, security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation.

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G L O S S A R Y

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Antipa Minerals Ltd (ACN 147 133 364).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Listing Rules means the Listing Rules of ASX.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Security means a Share, Option, Performance Right or Performance Share (as applicable).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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Need assistance?

Phone:

Antipa Minerals Ltd ABN 79 147 133 364

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Wednesday, 19 February 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 184674

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Antipa Minerals Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Antipa Minerals Ltd to be held at Forrest Centre, Suite 1, Level 14, 221 St Georges Terrace, Perth, WA 6000 on Friday, 21 February 2025 at 11:00am (AWST) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Ratify Prior Issue of Shares under Listing Rule 7.1

Resolution 2 Ratify Prior Issue of Shares under Listing Rule 7.1A Resolution 3 Consolidation of Capital

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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