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ARUMA RESOURCES LIMITED — AGM Information 2025
Oct 23, 2025
64273_rns_2025-10-23_721580cb-d2a9-4664-aed5-9b3d797bae3a.pdf
AGM Information
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ARUMA RESOURCES LIMITED ACN 141 335 364
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT
For the Annual General Meeting to be held on 28 November 2025 at 11:45am (AEDT) at
Room 26L – Wynyard Level 26 1 Bligh Street SYDNEY NSW 2000
Shareholders are urged to vote by lodging the Proxy Form
TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE
Venue
The Annual General Meeting of Aruma Resources Limited will be held at:
Room 26L – Wynyard Commencing Level 26 at 11:45am (AEDT) 1 Bligh Street on Friday, SYDNEY NSW 2000 28 November 2025
How to Vote
You may vote by attending the Meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 11:45am (AEDT).
Voting by Proxy
To vote by proxy, please complete and sign the proxy form as soon as possible and deliver the proxy form in accordance with instructions on the proxy form. You may also submit your proxy vote online in accordance with instructions on the proxy form.
Your proxy form must be received not later than 48 hours before the commencement of the Meeting .
Voting and Proxies
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A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
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Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing 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.
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The Chairman of the Meeting will vote undirected proxies in favour of all Resolutions.
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In relation to Resolution 1 the proxy form expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Any undirected proxies held by a Director, any member of the Key Management Personnel or any of their Closely Related Parties (who are not the Chairman of the Meeting) will not be voted on Resolution 1.
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In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 26 November 2025 at 5.00pm (AEDT).
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If using the proxy form, please complete, sign and return it to the Company's registered office in accordance with the instructions on that form. Voting online is available.
Aruma Resources Limited Notice of Annual General Meeting and Explanatory Statement
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ARUMA RESOURCES LIMITED ACN 141 335 364
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Shareholders of Aruma Resources Limited will be held at Room 26L – Wynyard, Level 26, 1 Bligh Street, Sydney, NSW on Friday, 28 November 2025 at 11:45am (AEDT) for the purpose of transacting the following business.
The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.
AGENDA
BUSINESS
Financial Statements and Reports
To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2025, which includes the Financial Report and Director’s Report, Directors’ Declaration, Remuneration Report and the Auditor’s Report.
Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
" That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the annual Financial Report for the year ended 30 June 2025. "
Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition : A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
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(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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(b) a Closely Related Party of such a member.
However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
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(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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(b) the voter is the Chair of the meeting and the appointment of the Chair as proxy:
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(i) does not specify the way the proxy is to vote on this Resolution; and
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(ii) expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 2 - Re-election of Director – Brett Smith
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
" That Brett Smith, a Director, who retires by rotation in accordance with rule 7.3 of the Constitution, Listing Rule 14.5 and for all other purposes, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company. "
Aruma Resources Limited Notice of Annual General Meeting and Explanatory Statement
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Resolution 3 – Approval of Additional 10% Capacity
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”
By order of the Board
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Phillip MacLeod Company Secretary Dated: 23 October 2025
Aruma Resources Limited Notice of Annual General Meeting and Explanatory Statement
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ARUMA RESOURCES LIMITED ACN 141 335 364
EXPLANATORY STATEMENT
This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.
The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
The Company is not required to provide a hard copy of the Company’s Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Shareholders may view the Company Financial Report on its website at www.arumaresources.com.
Shareholders will be offered the following opportunities:
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(a) discuss the Financial Report for the financial period ended 30 June 2025;
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(b) ask questions and make comment on the management of the Company;
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(c) ask questions about, or make comment on, the Remuneration Report;
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(d) ask the auditor questions about:
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(i) the conduct of the audit;
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(ii) the preparation and content of the Auditor’s Report;
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(iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
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(iv) the independence of the auditor in relation to the conduct of the audit.
In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:
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(a) the content of the Auditor’s Report; and
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(b) the conduct of the audit of the Financial Report.
may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the Financial Report of the Company for the financial year ending 30 June 2025.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting. Shareholders should note that the vote on this Resolution is advisory only and does not bind the Company or the Directors.
2.1 Voting Consequences
Under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "Spill Resolution") that another general meeting be held within 90 days at which all of the Directors (other than the Managing Director) must go up for re-election.
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2.2 Previous Voting Results
At the Company’s previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
2.3
Proxy Restrictions
Pursuant to the Corporations Act, if you appoint a member of the Key Management Personnel (other than the Chair) or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote . Where you do not direct such a person on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to Resolution 1.
If you appoint the Chair as your proxy, and you do not direct the Chair on how to vote on this Resolution 1, then by signing and returning the proxy form you are giving express authorisation for the Chair to vote all undirected proxies FOR Resolution 1 even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – BRETT SMITH
Rule 7.3 of the Constitution requires that at each annual general meeting, one-third of directors for the time being (rounded down to the nearest whole number) shall retire from office and that a Director that so retires is eligible for re-election. The retirement rules do not apply to the managing director, however, the managing director is included for the purposes of determining the number of directors to retire by rotation under the Constitution. Additionally, Listing Rule 14.5 provides that an entity must hold an election of directors at each annual general meeting.
Mr Brett Smith, who has served as a Director since 1 August 2022 and was last re-elected on 22 November 2023, retires in accordance with the Constitution and the Listing Rules and being eligible, offers himself for re-election as a Director.
3.1 Experience and qualifications
Mr Smith is a geologist with more than 30 years’ experience in the mining and exploration industries, where he has held numerous senior executive and management positions, and consulting roles.
He has extensive, specific expertise in exploration and resource definition and has overseen resource projects across a diverse range of commodities in Australia and international jurisdictions.
He has a BSc (Honours) in Geology from the James Cook University of North Queensland and is a member of the Australian Institute of Geoscientists and a Member of the Australian Institute of Company Directors.
3.2
Other Material Directorships
Mr Smith is a non-executive director of TG Metals Limited.
3.3
Independence
Mr Smith is a non-executive Director of the Company. The Board considers that Mr Smith is an independent Director.
3.4 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Mr Smith will be re-elected to the Board as an independent Director.
In the event that Resolution 2 is not passed, Mr Smith will not join the Board as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.
3.5
Board Recommendation
The Directors (apart from Mr Smith) recommend that Shareholders vote in favour of the re-election of Mr Smith.
Aruma Resources Limited Notice of Annual General Meeting and Explanatory Statement
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4. RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% CAPACITY
4.1 General
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 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%.
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less.
As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $9 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 22 October 2025).
This Resolution seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without shareholder approval.
For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution.
If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit in issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.
4.2 Information for Shareholders as required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 3:
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(a) Period for which approval is valid
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An approval under Listing 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:
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(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
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(ii) the time and date of the Company's next annual general meeting; and
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(iii) The time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.
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(b) Minimum price at which Equity Securities may be issued
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Any Equity Securities issued under Listing Rule 7.1A must be in an existing quoted class of the eligible entity's Equity Securities and issued for a cash consideration per security which is not less than 75% of the volume weighted average market price for securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
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(i) the date on which the price at which the securities are to be issued is agreed by the entity and the recipient of the securities; or
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(ii) if the securities are not issued within 10 Trading Days of the date in paragraph (i), the date on which the securities are issued.
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(c) Purposes for which funds raised may be used
Equity Securities can only be issued under Listing Rule 7.1A for a cash consideration. Funds raised by the issue of Equity Securities under Listing Rule 7.1A may be used for the continued development of the Company's current assets, the acquisition of new assets or other investments (including expenses associated with such acquisition), and for general working capital.
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(d) Risk of economic and voting dilution
If this Resolution is approved by Shareholders and the Company issues Equity Securities under Listing Rule 7.1A, the existing Shareholders' voting power in the Company will be diluted.
There is a risk that:
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(i) the market price for the Equity Securities in that class may be significantly lower on the issue date than on the date of the Shareholder approval under Listing Rule 7.1A; and
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(ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.
The table below shows the potential dilution of existing Shareholders on the basis of 3 different assumed issue prices and values for variable "A" in the formula in Listing Rule 7.1A.2. This includes one example that assumes that "A" is double the number of Shares on issue at the time of the approval under Listing Rule 7.1A and that the price of Shares has fallen by 50%.
| Number of Shares on Issue (Variable "A" in Listing Rule 7.1A.2) |
Number of Shares issued under additional 10% capacity |
Dilution | ||
|---|---|---|---|---|
| Funds raised based on issue price of 1.1 cents |
Funds raised based on issue price of 2.2 cent |
Funds raised based on issue price of 3.3 cents |
||
| (50% decrease in current issue price) |
(Current issue price) |
(50% increase in current issue price) |
||
| 409,840,538 (Current)* |
40,984,053 | $450,825 | $901,649 | $1,352,474 |
| 614,760,807 (50% increase) |
61,476,080 | $676,237 | $1,325,474 | $2,028,711 |
| 819,681,076 (100% increase) |
81,968,107 | $901,649 | $1,803,298 | $2,704,948 |
*The number of Shares on issue (variable "A" in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
The table has been prepared on the following assumptions:
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The current Shares on issue are the Shares on issue as at 22 October 2025 including 81,900,013 shares issued in tranche 1 of a placement announced 15 October 2025.
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The issue price set out above is the closing price of the Shares on the ASX on 22 October 2025.
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The Company issues the maximum number of Equity Securities available under the additional 10% capacity.
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No Options are exercised into Shares before the date of the issue of the Equity Securities.
(e)
Allocation Policy
The Company's allocation policy for the issue of Equity Securities under the additional 10% capacity will depend on the prevailing market conditions at the time of any proposed issue. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
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(i) the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issue in which existing security holders can participate;
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(ii) the effect of the issue of the Equity Securities on the control of the Company;
Aruma Resources Limited Notice of Annual General Meeting and Explanatory Statement
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(iii) the financial situation and solvency of the Company; and
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(iv) advice from corporate, financial and broking advisers (if applicable).
The allottees under the additional 10% capacity have not been determined as at the date of this Notice but may include existing substantial shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company and may include new investors who have not previously been Shareholders.
(f) Equity Securities issued under Listing Rule 7.1A.2 in the previous 12 months
The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 November 2024 (Previous Approval).
| Date of Issue |
Names of persons issued equity securities or basis of identification |
Number and class of equity securities issued |
Price at which equity securities issued and any discount to closing market price on date of issue |
Total cash consideration received and what cash has been spent and what it has been spent on and intended use of remaining cash |
|---|---|---|---|---|
| 24 April 2025 |
Professional and sophisticated investors who were identified through a bookbuild process, which involved GBA Capital 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. |
22,205,817 Shares |
0.85 cents being a discount of 0.15 cents to the closing market price of 1.0 cents on the date of issue. |
$188,749.44 was received less costs of the issue (approximately $11,325). Cash received will be used to fund exploration and drilling, and general working capital. |
| 22 Oct 2025 |
Professional and sophisticated investors who were identified through a bookbuild process, which involved Oakley Capital Partners 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. |
32,709,013 Shares |
0.9 cents being a discount of 1.3 cents to the closing market price of 2.2 cents on the date of issue. |
$294,381.12 was received less costs of the issue (approximately $17,663). Cash received will be used to fund exploration and drilling, evaluation of new projects and general working capital. |
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(g) Voting Exclusion
As at the date of this Notice, the Company does not have any remaining capacity to issue Equity Securities under Listing Rule 7.1A and is not proposing to make any further issues of Equity Securities under Listing Rule 7.1A. If however, the Company were to make an issue of Equity Securities under Listing Rule 7.1A prior to the Meeting, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who may participate in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
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(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
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(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
5. Enquiries
Shareholders may contact Phil MacLeod on (+ 61 8) 9321 0177 if they have any queries in respect of the matters set out in these documents.
Aruma Resources Limited Notice of Annual General Meeting and Explanatory Statement
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GLOSSARY
In the Notice and this Explanatory Statement, the following expressions have the following meanings:
" AEDT " means Australian Eastern Daylight Time, Sydney, New South Wales.
- " Annual General Meeting and Meeting " means the meeting convened by this Notice.
" ASX " means the ASX Limited (ABN 98 008 624 691).
- " ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.
"Auditor's Report" means the Auditor's report on the Financial Report.
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" Board " means the Board of Directors of the Company.
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" Chairman " or " Chair " means the chairman of the Company.
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" Closely Related Party " of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
" Company " or " Aruma " means Aruma Resources Limited (ACN 141 335 364).
" Constitution " means the constitution of the Company.
" Corporations Act " means the Corporations Act 2001 (Cth).
" Directors " mean the directors of the Company from time to time.
"Directors' Report" means the annual Directors’ Report prepared under Chapter 2M of the Corporations Act for the Company.
" Equity Securities " has the same meaning as in the Listing Rules.
" Explanatory Statement " means this Explanatory Statement.
"Financial Report" and "Annual Financial Report" means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company for the financial year ended 30 June 2025.
" Key Management Personnel " has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
" Material Person " means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
" Meeting " means the meeting convened by this Notice.
" Notice " means the notice of meeting that accompanies this Explanatory Statement.
" Option " means an option to acquire a Share.
" Optionholder " means a holder of an Option.
" Placement Period " means the period during which Shareholder approval under Listing Rule 7.1A is valid.
" Resolution " means a resolution referred to in the Notice.
"Section" means a section contained in this Explanatory Statement.
" Share " means a fully paid ordinary share in the capital of the Company.
" Shareholder " means a registered holder of shares in the Company.
" Trading Day " has the same meaning as in the Listing Rules.
" WST " or " Western Standard Time " means Western Standard Time, Perth, Western Australia.
" $ " means Australian dollars unless otherwise stated.
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
ARUMA RESOURCES LIMITED | ABN 77 141 335 364
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Your proxy voting instruction must be received by 11:45am (AEDT) on Wednesday, 26 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of ARUMA RESOURCES LIMITED, to be held at 11:45am (AEDT) on Friday, 28 November 2025 at Room 26L – Wynyard, Level 26 1 Bligh Street, SYDNEY NSW 2000 hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|
| 1 Adoption of Remuneration Report |
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| 2 Re-election of Director – Brett Smith |
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| 3 Approval of Additional 10% Capacity |
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| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on | a show of | hands or on | |
| a poll and your votes will not be counted in computing the required majority on a poll. |
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
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| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
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| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |