AI assistant
ASARA RESOURCES LIMITED Proxy Solicitation & Information Statement 2026
64427_rns_2026-05-19_7c271a6b-ad23-4687-9ae1-4183fe00529b.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
20 May 2026
ASARA RESOURCES
Dear Shareholder
General Meeting of Shareholders – Notice of Meeting and Proxy Form
Asara Resources Limited (ASX: AS1; Asara or Company) is pleased to invite shareholders to attend a General Meeting of Shareholders (Meeting) of the Company to be held at Suite 1, 130 Hay Street, Subiaco WA 6008, on Friday, 19 June 2026 at 10:00am (AWST).
In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only despatch physical copies of the Notice of Meeting (Notice) to shareholders who have elected to receive the Notice in physical form. The Notice can be viewed and downloaded online at https://asararesources.com/asx-announcements/
How to submit your vote in advance of the Meeting
The Company strongly encourages shareholders to lodge a directed proxy form prior to the meeting. Proxies can be returned as follows:
Online www.investorvote.com.au
By mail Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your proxy form and follow the prompts
Your proxy form must be received by 10:00am (AWST) on Wednesday, 17 June 2026, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting. Instructions on how to lodge the proxy form are set out in the Notice and are also included on the proxy form.
The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.
Support
If you have difficulties obtaining a copy of the Notice or have any other queries regarding the Meeting please contact the Company's share registry, Computershare Investor Services on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).
We thank you for your support and look forward to you joining us at the Meeting.
Joanna Kiernan
Company Secretary
ASARA RESOURCES LIMITED | ASX:AS1
Suite 1, 130 Hay Street
Subiaco WA 6008
T + 61 8 6374 2654 | E [email protected] | asararesources.com
ASARA
RESOURCES
ASARA RESOURCES LIMITED
ACN 006 710 774
NOTICE OF GENERAL MEETING
TIME: 10:00am (WST)
DATE: Friday 19 June 2026
PLACE: SUITE 1, 130 HAY STREET, SUBIACO WA 6008
IMPORTANT NOTES
General
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (0)412 241 292.
CONTENTS PAGE
Agenda (setting out the proposed resolutions) 4
Explanatory Statement (explaining the proposed resolutions) 7
Glossary 13
Proxy Form 14
IMPORTANT INFORMATION
Time and place of meeting
Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on Friday, 19 June 2026 at Suite 1, 130 Hay Street, Subiaco WA 6008.
Your vote is important
The business of the Meeting affects your shareholding and your vote is important.
Voting eligibility
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 5:00pm (WST) on Wednesday, 17 June 2026.
Voting in person (or by attorney)
To vote in person, attend the Meeting at the time, date and place set out above. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the Meeting.
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
Poll
Shareholders are advised that all Resolutions to be considered at the General Meeting will be put to a poll, in accordance with the provisions of the Company's Constitution.
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, members are advised that:
- each member has a right to appoint a proxy;
Page 2 of 13
- the proxy need not be a member of the Company; and
- a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
To be effective, proxies must be received by 10:00am (WST) on Wednesday, 17 June 2026. Proxies lodged after this time will be invalid.
Page 3 of 13
Page 4 of 13
NOTICE OF GENERAL MEETING
Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on Friday, 19 June 2026 at Suite 1, 130 Hay Street, Subiaco WA 6008.
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.
Capitalised terms not otherwise defined in this Notice have the meaning given in the Glossary which accompanies this Notice. References to the "Corporations Act" are to the Corporations Act 2001 (Cth) unless the context requires otherwise.
AGENDA
- Resolution 1 – Ratification of prior issue of Shares – 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 241,001,617 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by:
(a) a person as a 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) 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.
- Resolution 2 – Ratification of prior issue of Shares – 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 159,003,315 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by:
(a) a person as a 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) 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.
3. Resolution 3 – Tranche 2 Placement Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 79,995,068 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of 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 entity) or any associate of 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 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) 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.
DATED: 20 May 2026
BY ORDER OF THE BOARD
Joanna Kiernan
Company Secretary
ASARA RESOURCES LIMITED
Page 6 of 13
Page 7 of 13
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at 10:00am (WST) on Friday, 19 June 2026 at Suite 1, 130 Hay Street, Subiaco WA 6008.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
1. Resolution 1 and 2 – Ratification of prior issue of Shares
1.1 Background
As announced by the Company to ASX on 8 May 2026, the Company undertook a placement of 480,000,000 Shares to professional and sophisticated investors at an issue price of $0.125 per Share (Placement) (Placement Shares).
On 15 May 2026, a total of 241,001,617 Placement Shares were issued under the Company's placement capacity afforded under Listing Rule 7.1.
Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 241,001,617 Placement Shares.
On 15 May 2026, a total of 159,003,315 Placement Shares were issued under the Company's placement capacity afforded Listing Rule 7.1A.
Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 159,003,315 Placement Shares.
Resolutions 1 and 2 relate to Placement Shares comprising Tranche 1 of the Placement.
Resolution 3 seeks Shareholder approval for the issue of the balance of 79,995,068 Placement Shares (Tranche 2 Placement Shares).
The Company has engaged Canaccord Genuity (Australia) Limited ACN 075 071 466 (Canaccord) and Argonaut Securities Pty Limited ACN 108 330 650 (Argonaut) as joint lead managers to the Placement. They will receive fees equal to a 2.0% management fee and 4.0% selling fee on the gross proceeds raised under the Placement excluding a chairman's list and Capital DI Limited. A reduced 3.0% fee will be payable on the gross proceeds raised from Capital DI Limited under the Placement.
1.2 Resolution 1 – Listing Rules 7.1 and 7.4
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 approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval
for the purpose of Listing Rule 7.1.
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 Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder approval to the issue of the Placement Shares for the purposes of Listing Rule 7.4.
1.3 Resolution 2 – Listing Rule 7.1A
Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period as adjusted in accordance with the formula in Listing Rule 7.1.
Where an eligible entity obtains shareholder approval to increase its placement capacity under Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:
(a) will not be counted in variable “A” in the formula in Listing Rule 7.1A; and
(b) are counted in variable “E”,
until their issue has been ratified under Listing Rule 7.4 (and provided that the previous issue did not breach Listing Rule 7.1A or 12-months has passed since their issue.
By ratifying the issue, the subject of Resolution 2, the base figure (i.e. variable "A") in which the Company's 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.
1.4 Technical information required by Listing Rule 14.1A
If Resolution 1 is passed, the relevant Placement Shares will be excluded in calculating the Company's 15% placement capacity under 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 1 is not passed, the relevant Placement Shares will be included in calculating the Company's 15% placement capacity under 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.
If Resolution 2 is passed, the relevant Placement Shares will be excluded in calculating the Company's 10% placement capacity under Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
If Resolution 2 is not passed, the relevant Placement Shares will be included in calculating the Company's 10% placement capacity under Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
Page 8 of 13
Page 9 of 13
Technical information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the Placement Shares the subject of Resolutions 1 and 2:
(a) the Shares were issued to clients of Canaccord and Argonaut and certain other professional and sophisticated investors determined by the Company. In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the issues were:
(i) related parties of the Company, members of the Company's Key Management Personnel, substantial holders of the Company, advisors of the Company or any associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company,
other than:
(iii) substantial shareholder Capital DI Limited, and its affiliates, which acquired 29,884,612 Placement Shares, representing approximately 1.43% of the Shares on issue in the Company upon completion of the Placement. Prior to the Placement this Shareholder had a Relevant Interest in 12.45% of the Shares on issue in the Company.
(iv) substantial shareholder Franklin Templeton Investments Australia Ltd and its affiliates, which acquired 19,541,534 Tranche 1 Placement Shares. Subject to Resolution 3 being passed, Franklin Templeton Investments Australia LTD and its affiliates will acquire 16,320,000 Tranche 2 Placement Shares. Both allotments total 35,861,534 Placement Shares representing approximately 1.72% of the Shares on issue in the Company upon completion of Tranche 2 of the Placement. Prior to the Placement, and based on substantial shareholder notices lodged, this Shareholder had a Relevant Interest in approximately 7.74% of the Shares on issue in the Company;
(b) a total of 241,001,617 Shares were issued pursuant to the Company's placement capacity under Listing Rule 7.1;
(c) a total of 159,003,315 Shares were issued pursuant to the Company's placement capacity under Listing Rule 7.1A;
(d) the Shares issued 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;
(e) the Shares were issued on 15 May 2026;
(f) the issue price was $0.125 per Share, raising approximately $50 million from the issue of the Shares (before costs);
(g) the funds raised from this issue were and are being used for:
(i) Resource extension and infill drilling.
(ii) Resource definition drilling to grow the current Mineral Resource Estimate.
(iii) Regional drilling across the broader project area.
(iv) Mine design geotechnical drilling.
(v) Reconnaissance exploration to identify satellite deposits.
(vi) Early works including construction of mine site infrastructure.
(vii) Technical and environmental studies.
(viii) Corporate costs, general working capital and costs of the Placement.
(h) the Company has not spent any of the funds raised from the Placement; and
(i) Shares issued under Resolution 1 were not issued under an agreement with the Company.
1.6 Additional Information
The Board recommends that Shareholders vote in favour of Resolutions 1 and 2.
The Chairperson intends to exercise all available proxies in favour of Resolutions 1 and 2.
2. Resolution 3 – Tranche 2 Placement Shares
2.1 General
Reference is made to Placement referred to in Section 1.1 of this Explanatory Statement.
Resolution 3 seeks Shareholder approval for the issue of up to 79,995,068 Tranche 2 Shares at an issue price of $0.125 per Share to unrelated parties.
The issue of the balance of the Tranche 2 Placement Shares, is the subject of the Shareholder approvals under this Resolution 3.
2.2 Listing Rule 7.1
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 approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
The proposed issue does not fall within any of the exceptions and exceeds the 15% limit in Listing Rule 7.1. The Company therefore requires approval of its Shareholders under Listing Rule 7.1 to issue the Shares the subject of the Placement.
2.3 Technical information required by Listing Rule 14.1A
If Resolution 3 is passed, the Company will be able to proceed with the proposed issue of the Shares which will enable the Company to raise up to $10 million. In addition, the Shares will be excluded from the calculation of the number of equity
Page 10 of 13
securities that the Company can issue without Shareholder approval under Listing Rule 7.1. The issue of the Shares will dilute existing Shareholders (assuming they are not participating) by approximately 1.94%.
If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Shares and the Company will not be able to access the funds that were to be raised under the Share issue. This will impact on the Company's planned activities which will need to be scaled back unless alternative funding can be arranged.
To this end, Resolution 3 seeks Shareholder approval for the proposed issue of the Shares for the purpose of Listing Rule 7.1.
2.4 Technical information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the Placement:
(a) the Shares will be issued to clients of Canaccord and Argonaut and certain other professional and sophisticated investors determined by the Company. In accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the issues are:
(i) related parties of the Company, members of the Company's Key Management Personnel, substantial holders of the Company, advisors of the Company or any associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company,
other than:
(iii) substantial shareholder Barbet LLC FZ, and its affiliates, which will acquire 35,675,068 Placement Shares, representing approximately 1.7% of the Shares on issue in the Company upon completion of the Placement. Prior to the Placement this Shareholder had a Relevant Interest in 14.86% of the Shares on issue in the Company; and
(iv) substantial shareholder Franklin Templeton Investments Australia Ltd and its affiliates, which acquired 19,541,534 Tranche 1 Placement Shares. Subject to Resolution 3 being passed, Franklin Templeton Investments Australia Ltd and its affiliates will acquire 16,320,000 Tranche 2 Placement Shares. Both allotments total 35,861,534 Placement Shares representing approximately 1.72% of the Shares on issue in the Company upon completion of Tranche 2 of the Placement. Prior to the Placement, and based on substantial shareholder notices lodged, this Shareholder had a Relevant Interest in approximately 7.74% of the Shares on issue in the Company;
(b) the number of Shares that will be issued is up to 79,995,068 Shares and the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(c) the Shares will be issued no later than 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 the Shares will occur on the same date;
Page 11 of 13
(d) the issue price will be $0.125 per Share;
(e) the purpose of the issue is to raise up to approximately $10,000,000. The funds raised from this issue are intended to be used for:
(i) Resource extension and infill drilling.
(ii) Resource definition drilling to grow the current Mineral Resource Estimate.
(iii) Regional drilling across the broader project area.
(iv) Mine design geotechnical drilling.
(v) Reconnaissance exploration to identify satellite deposits.
(vi) Early works including construction of mine site infrastructure.
(vii) Technical and environmental studies.
(viii) Corporate costs, general working capital and costs of the Placement.
(f) Shares issued under Resolution 3 to be issued to Canaccord's and Argonaut's clients will not be issued under an agreement with the Company. All other Shares issued under Resolution 3 will be issued under a Share Subscription Agreement between the Company and the relevant Placement participant under which the relevant Placement participant agreed to subscribe for the relevant Placement Shares at $0.125 per Share.
2.5 Additional Information
The Board recommends that Shareholders vote in favour of Resolution 3.
The Chairperson intends to exercise all available proxies in favour of Resolutions 3.
Page 12 of 13
Page 13 of 13
GLOSSARY
$ means Australian dollars.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
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 Asara Resources Limited ACN 006 710 774.
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.
General Meeting or Meeting means the meeting convened by this Notice.
Key Management Personnel has the same meaning as in the accounting standards (as that term is defined in the Corporations Act) and broadly includes 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, directly or indirectly, including any director (whether executive or non-executive) of the Company or if the Company is part of a consolidated entity of an entity within the consolidated group.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Placement has the meaning given in Section 1.1 of the Explanatory Statement.
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.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Tranche 2 Placement Shares has the meaning given in Section 1.1 of the Explanatory Statement.
WST means Western Standard Time as observed in Perth, Western Australia.
Asara Resources Limited
ABN 39 006 710 774
Need assistance?
Phone:
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 10:00am (AWST) on Wednesday, 17 June 2026.
Proxy Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
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 with both names and the percentage of votes or number of securities for each in Step 1 overleaf.
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.
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".
Lodge your Proxy Form:
Online:
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
Control Number: 188810
SRN/HIN:
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
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
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.
325688_0_COSMOS_Sample_Proxy/000001/000001/1
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 Asara Resources Limited hereby appoint
☐ the Chair of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chair 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 Chair 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 Asara Resources Limited to be held at Suite 1, 130 Hay Street, Subiaco WA 6008 on Friday, 19 June 2026 at 10:00am (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 | |
|---|---|---|---|
| 1 Ratification of prior issue of Shares – Listing Rule 7.1 | ☐ | ☐ | ☐ |
| 2 Ratification of prior issue of Shares – Listing Rule 7.1A | ☐ | ☐ | ☐ |
| 3 Tranche 2 Placement Shares | ☐ | ☐ | ☐ |
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s)
This section must be completed.
Individual or Securityholder 1
Sole Director & Sole Company Secretary
Update your communication details (Optional)
Mobile Number
Securityholder 2
Director
Director/Company Secretary
Date
By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically
Email Address
AS1
Computershare
+