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CANADIAN PHOSPHATE LIMITED — Proxy Solicitation & Information Statement 2026
Apr 22, 2026
64691_rns_2026-04-22_628b2200-1240-4f30-b52b-b0ffadde2b78.pdf
Proxy Solicitation & Information Statement
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CANADIAN PHOSPHATE LTD.
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held as follows:
Date and time:
Thursday, 28 May 2026 at 1:00pm (AWST)
Location:
Minerva Corporate Office, Level 8, 99 St Georges Terrace, Perth WA
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional adviser prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary on (08) 9486 4036.
Shareholders are urged to vote by lodging the Proxy Form
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CANADIAN PHOSPHATE LIMITED
ACN 145 951 622
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Shareholders of Canadian Phosphate Limited will be held at the offices of Minerva Corporate, Level 8, 99 St Georges Terrace, Perth WA on Thursday, 28 May 2026 at 1:00pm (AWST).
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 (AWST) on Tuesday, 26 May 2026.
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2025, which includes the declaration of the Directors, the Directors' Report, the Financial Report and the Auditor's Report.
Note: there is no requirement for Shareholders to approve the Annual Report.
2 Resolutions
Resolution 1 - Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:
'That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.'
Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 - Re-election of Director – Malcolm Weber
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That, in accordance with Clause 20.3 of the Constitution and Listing Rule 14.4 and for all other purposes, Mr Malcolm Weber, a Director appointed on 17 June 2024, retires at this Meeting and, being eligible and offering himself for re-election, is re-elected as a Director, on the terms and conditions in the Explanatory Memorandum.'
Resolution 3 - Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of that number of Equity Securities totalling up 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 on the terms and conditions in the Explanatory Memorandum."
Resolution 4- Ratification of December Placement
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 40,000,000 Shares issued under Listing Rule 7.1 pursuant to the December Placement, on the terms and conditions set out in the Explanatory Statement."
Resolution 5 - Conversion of Loan into Shares
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders authorise and approve the issue of 3,750,000 Shares to Boston First Capital (and/or its nominee(s)) on conversion of the Loan, on the terms and conditions in the Explanatory Memorandum."
Voting exclusions
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 3 – Approval of 10% Placement Facility | Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates. |
|---|---|
| Resolution 4- Ratification of December Placement | Any person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. |
| Resolution 5 – Conversion of Loan into Shares | Stuart Richardson and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity). |
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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 prohibitions
| Resolution 1 – Remuneration Report | Resolution 1: in accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. |
| --- | --- |
| Resolution 5 – Conversion of Loan into Shares | In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or |
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(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
BY ORDER OF THE BOARD
Stuart Richardson
Chairman
Canadian Phosphate Limited
Dated: 24 April 2026
CANADIAN PHOSPHATE LIMITED
ACN 145 951 622
(Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the meeting to be held at the offices of Minerva Corporate, Level 8, 99 St Georges Terrace, Perth WA on Thursday, 28 May 2026 at 1:00pm (AWST) (Meeting).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| Section 2 | Voting and attendance information |
|---|---|
| Section 3 | Annual Report |
| Section 4 | Resolution 1 - Remuneration Report |
| Section 6 | Resolution 2 - Re-election of Director – Malcolm Weber |
| Section 7 | Resolution 3 - Approval of 10% Placement Facility |
| Section 8 | Resolution 4 - Ratification of December Placement |
| Section 9 | Resolution 5 –Conversion of Loan into Shares |
| Schedule 1 | Definitions |
A Proxy Form is located at the end of the Explanatory Memorandum.
2. Voting and attendance information
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged
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to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
(i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(ii) a proxy need not be a member of the Company; and
(iii) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.
Shareholders and their proxies should be aware that:
(i) if proxy holders vote, they must cast all directed proxies as directed; and
(ii) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
(ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must only vote on a poll;
(iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
(ii) the appointed proxy is not the chair of the meeting;
(iii) at the meeting, a poll is duly demanded on the resolution; and
(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
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2.3 Chair's voting intentions
If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, even though this Resolution is connected directly or indirectly with the remuneration of the Company's Key Management Personnel.
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.
2.4 Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by 1pm (WST) on Tuesday, 26 May 2026.
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).
3. Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 31 December 2025.
There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report which is available online at https://www.asx.com.au/markets/company/CP8;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's Auditor about:
(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the Auditor in relation to the conduct of the audit,
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may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.
The Company will not provide a hard copy of the Company's Annual Report to Shareholders unless specifically requested to do so.
4. Resolution 1 - Remuneration Report
4.1 General
In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election (Spill Resolution).
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
The Company's Remuneration Report has not previously received a Strike. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2027 annual general meeting, this may result in the re-election of the Board.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.
4.2 Board recommendation
Resolution 1 is an ordinary resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.
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5. Resolution 2 - Re-election of Director – Weber
5.1 General
Clause 20.3 of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the managing director) must not hold office without re-election past the third annual general meeting following that Director's appointment or three years, whichever is longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.
Clause 20.3 of the Constitution provides that a Director who retires in accordance with this clause is eligible for re-election.
Accordingly, Mr Malcolm Weber, who has served as a Director since 17 June 2024 and was last re-elected on 29 May 2025, retires at this Meeting and, being eligible and offering himself for re-election, seeks re-election pursuant to Resolution 2.
5.2 Malcolm Weber
Mr Weber is an experienced financial advisor with more than 35 years of corporate, institutional and client interaction. He is a substantial shareholder in the Company and is excited by the opportunities that CP8's Managing Director and CEO Daniel Gleeson and his team are addressing in regenerative and sustainable agriculture.
Mr Weber is currently pursuing his generational interest in cattle breeding and the associated demands of pasture and production. He understands the needs of growers and the increasing requirements for organic, regenerative fertilisers which are beneficial to the producer, the environment and the end-product consumer.
The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. The Company confirms that it has taken appropriate checks into Mr Weber's background and experience and that these checks did not identify any information of concern.
Mr Weber has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Non-Executive Director.
5.3 Board recommendation
Resolution 2 is an ordinary resolution.
Having received an acknowledgement from Mr Weber that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Mr Weber since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Weber who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution. Despite having a substantial holding in the Company, the Board is of the view that Mr Weber is free to exercise independent judgement as such, is considered an independent Director of the Company.
5.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Weber will be elected to the Board as an independent Non-Executive Director.
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If this Resolution is not passed, Mr Weber will not continue in their role as an independent Non-Executive 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.
6. Resolution 3 - Approval of 10% Placement Facility
6.1 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, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% (10% Placement Facility).
Resolution 3 seeks Shareholder approval by way of a special resolution to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.3(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.3(c) below).
6.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.
If Resolution 3 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 Resolution 3 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 on issuing Equity Securities without Shareholder approval in Listing Rule 7.1.
6.3 Listing Rule 7.1A
(a) Is the Company an eligible entity?
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $23.2m, based on the closing price of Shares ($0.067) on 1 April 2026.
(b) What Equity Securities can be issued?
Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity.
As at the date of the Notice, the Company has on issue one quoted class of Equity Securities on issue, being the Shares (ASX:CP8).
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(c) How many Equity Securities can be issued?
Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:
$$(A \times D) - E$$
Where:
A = is the number of Shares on issue at the commencement of the Relevant Period:
(A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
(1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
(2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
(C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
(1) the agreement was entered into before the commencement of the Relevant Period; or
(2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
(D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;
(E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and
(F) less the number of fully paid Shares cancelled in the Relevant Period.
Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.
D = is 10%.
E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the Shareholders under rule 7.4; and
"relevant period" has the same meaning as in rule 7.1.
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(d) What is the interaction with Listing Rule 7.1?
The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.
(e) At what price can the Equity Securities be issued?
Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in Section 6.3(e)(i) above, the date on which the Equity Securities are issued,
(Minimum Issue Price).
(f) When can Equity Securities be issued?
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of:
(i) the date that is 12 months after the date of the Meeting;
(ii) the time and date of the Company's next annual general meeting; or
(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
(10% Placement Period).
(g) What is the effect of Resolution 3?
The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.
6.4 Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:
(a) Final date for issue
The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.3(f) above).
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(b) Minimum issue price
Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 6.3(e) above).
(c) Purposes of issues under the 10% Placement Facility
The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.
(d) Risk of economic and voting dilution
Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Shares under the issue
If this Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares).
The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 6.3(c) above) as at the date of this Notice (Variable A), with:
(i) two examples where Variable A has increased, by 50% and 100%; and
(ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.
| Share on issue (Variable A in Listing Rule 7.1A.2) | Dilution | |||
|---|---|---|---|---|
| Issue price per Share | $0.034 | |||
| 50% decrease in Current Market Price | $0.067 | |||
| Current Market Price | $0.134 | |||
| 100% increase in Current Market Price | ||||
| 346,760,527 | 10% Voting Dilution | 34,676,053 | 34,676,053 | 34,676,053 |
| Shares Variable A | Funds raised | $1,161,648 | $2,323,296 | $4,646,591 |
| 520,140,791 | 10% Voting Dilution | 52,014,079 | 52,014,079 | 52,014,079 |
| Shares 50% increase in Variable A | Funds raised | $1,742,472 | $3,484,943 | $6,969,887 |
| 693,521,054 | 10% Voting Dilution | 69,352,105 | 69,352,105 | 69,352,105 |
| Shares 100% increase in Variable A | Funds raised | $2,323,296 | $4,646,591 | $9,293,182 |
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Notes:
- The table has been prepared on the following assumptions:
(a) The issue price is the current market price ($0.067) being the closing price of the Shares on ASX on 1 April 2026, being the latest practicable date before this Notice was signed.
(b) Variable A comprises of 346,760,527 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.
(c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(d) No convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.
(e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
-
The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.
-
The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
-
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
-
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
(e) Allocation policy
The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. 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:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new investors who are not related parties of or associates of a related party of the Company.
(f) Issues in the past 12 months
The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 May 2025 (Previous Approval).
During the 12 month period preceding the date of the Meeting, being on and from 29 May 2025, the Company has not issued any Equity Securities pursuant to the Previous Approval.
(g) Voting exclusion statement
At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.
However, in the event that between the date of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.
However, this does not apply to a vote cast in favour of this Resolution by:
(i) A person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(ii) The Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the chair decides; or
(iii) A Shareholder 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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(A) The beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(B) The Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
6.5 Board recommendation
Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
The Board recommends that Shareholders vote in favour of Resolution 3.
7. Resolution 4 - Ratification of December Placement
7.1 General
The Company seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 40,000,000 Shares on 18 December 2025 (December Placement), utilising the Company's available placement capacity under Listing Rule 7.1, to new and sophisticated investors at $0.05 per share, raising $2,000,000 (before costs).
7.2 Listing Rules 7.1
A summary of Listing Rule 7.1 is set out in Section 6.1 above.
The issue does 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 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
7.3 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.
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.
7.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of the issue.
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7.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected | The Shares were issued to new and sophisticated investors of the Company introduced by the Company's lead manager to the placement, Blackwood Capital. |
| Number and class of Securities issued | An aggregate of 40,000,000 shares were issued under Listing Rule 7.1. |
| 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 Securities were issued | 18 December 2025. |
| Price or other consideration the Company received for the Securities | The Shares were issued at an issue price of $0.05 per shares, raising a total of $2,000,000. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue was to raise a total of $2,000,000. The Company will use these funds to advance its Wapiti and Fernie phosphate projects in British Columbia, Canada, including: |
| • Executing initial stage of the proposed drill program at Wapiti following permit approval, | |
| • Updating the Wapiti Geological Model and subsequent Mineral Resource Estimate, | |
| • Facilitating Industrial Mineral Quarry permitting costs, | |
| • Advancing definition of an Exploration Target at Fernie, and | |
| • Meet working capital requirements. | |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
- Resolution 5 – Conversion of Loan into Shares
8.1 General
The Company has an existing loan in place with Boston First Capital Pty Ltd (Boston First Capital) (a related party of the Company by virtue of being an entity controlled by the Company's Chairman, Stuart Richardson) in the amount of $300,000 (Loan). The purpose of this Resolution is to approve the conversion of this Loan into shares in the capital of the Company, thereby fully extinguishing any outstanding debt. The Loan will be fully converted into shares at a deemed issue price of $0.08 per share (for a total of 3,750,000 shares).
In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of shares to a related party. Boston First Capital is a related party by virtue of being an entity controlled by the Company's Chairman, Stuart Richardson.
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The issues of the relevant shares on conversion of the Loan does not fall within any of the exceptions to Listing Rule 10.11 and is therefore conditional upon Shareholder approval (which is being sought pursuant to this Resolution).
8.2 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:
(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) an associate of a person referred to in (a) to (c); or
(e) a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,
unless it obtains shareholder approval.
The issue of the Related Party Shares to Boston First Capital (and/or its nominee(s)) falls within paragraph (a) above (being Listing Rule 10.11.1), as Boston First Capital is a related party to the Company and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
Resolution 5 seeks the required Shareholder approval to issue 3,750,000 shares to Boston First Capital (and/or its nominee(s)) under and for the purposes of Listing Rule 10.11 (and for all other purposes) on conversion of the Loan.
If Resolution 5 is passed, the Company will be able to convert the Loan and proceed with the issue of the relevant shares to Boston First Capital (and/or its nominee(s)) and pursuant to Listing Rule 7.2 (exception 14), the issue of the relevant shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the relevant shares to Boston First Capital (and/or its nominee(s)), and the Loan will continue to earn interest and the Company may need to consider repaying the Loan out of existing cash reserves at a future date, either in part of full satisfaction of the principal amount.
8.3 Specific information required by Listing Rule 10.13
The following information in relation to Resolution 5 is provided to Shareholders for the purposes of Listing Rule 10.13:
(a) The shares will be issued to Boston First Capital (and/or its nominee(s)).
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(b) Boston First Capital is a related party by virtue of being an entity controlled by the Company's Chairman, Mr Stuart Richardson.
(c) The maximum number of shares to be issued as a result of the conversion of the Loan, is 3,750,000 shares.
(d) The shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.
(e) The shares will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(f) The shares will have a deemed issue price of $0.08 per Share.
(g) No funds are being raised from the issue as the shares are being issued in full and final satisfaction of the Loan.
(h) A voting exclusion statement is included in the Notice for Resolution 5.
(i) Other than the information above and otherwise detailed in the Notice, the Company believes there is no other information that would be reasonably required by Shareholders to pass Resolution 5.
8.4 Board Recommendation
The Board (other than Stuart Richardson who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of Resolution 5.
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Schedule 1 Definitions
In the Notice, words importing the singular include the plural and vice versa.
$ means Australian Dollars.
10% Placement Facility has the meaning in Section 6.1.
10% Placement Period has the meaning in Section 6.3(f).
ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 31 December 2025.
Annual General Meeting or Meeting means the meeting convened by the Notice.
Auditor means Moore Australia Audit (WA).
Auditor's Report means the report of the Auditor contained in the Annual Report.
AWST means Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors.
Chair means the person appointed to chair the Meeting of the Company convened by the Notice.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(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;
(e) a company the member controls; or
(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 means Canadian Phosphate Limited ACN (145 951 622).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
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| December Placement | Has that meaning given to it in Section 7.1. |
|---|---|
| Director | means a director of the Company. |
| Directors' Report | means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities. |
| Equity Security | has the same meaning as in the Listing Rules. |
| Explanatory Memorandum | means the explanatory memorandum which forms part of the Notice. |
| Financial Report | means the annual financial report in respect of the year ended 30 December 2025 prepared under Chapter 2M of the Corporations Act and contained in the Annual Report. |
| 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. |
| Listing Rules | means the listing rules of ASX. |
| Minimum Issue Price | has the meaning in Section 6.3(e). |
| Notice | means this notice of Annual General Meeting. |
| Option | means an option, giving the holder the right, but not an obligation, to acquire a Share at a predetermined price and at a specified time in the future. |
| Proxy Form | means the proxy form attached to the Notice. |
| Relevant Period | means the 12-month period immediately preceding the date of the issue or agreement. |
| Remuneration Report | means the remuneration report of the Company contained in the Directors' Report. |
| Resolution | means a resolution referred to in the Notice. |
| Section | means a section of the Explanatory Memorandum. |
| Security | means a Share, Option or Performance Right (as applicable). |
| Share | means a fully paid ordinary share in the capital of the Company. |
| Shareholder | means the holder of a Share. |
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Trading Day
means a day determined by ASX to be a trading day and notified to market participants being:
(a) a day other than:
(i) a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and
(ii) any other day which ASX declares and publishes is not a trading day; and
(b) notwithstanding (a), a day which for the purposes of settlement, ASX declares is a trading day notwithstanding that dealings between market participants are suspended on that day.
Variable A
means “A” as set out in the formula in Listing Rule 7.1A.2.
VWAP
means the volume weighted average price of Shares traded on ASX.
CANADIAN PHOSPHATE LTD.
ABN 86 145 951 622
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 1:00pm (AWST) on Tuesday, 26 May 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: 188706
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.
324953_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 Canadian Phosphate 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 Annual General Meeting of Canadian Phosphate Limited to be held at the offices of Minerva Corporate, Level 8, 99 St Georges Terrace, Perth, WA 6000 on Thursday, 28 May 2026 at 1:00pm (AWST) and at any adjournment or postponement of that meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 5 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1 and 5 by marking the appropriate box in step 2.
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 | Remuneration Report | ☐ | ☐ | ☐ |
| Resolution 2 | Re-election of Director – Malcolm Weber | ☐ | ☐ | ☐ |
| Resolution 3 | Approval of 10% Placement Facility | ☐ | ☐ | ☐ |
| Resolution 4 | Ratification of December Placement | ☐ | ☐ | ☐ |
| Resolution 5 | Conversion of Loan into Shares | ☐ | ☐ | ☐ |
The Chair 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 | Securityholder 2 | Securityholder 3 |
|---|---|---|
| Sole Director & Sole Company Secretary | Director | Director/Company Secretary |
| Update your communication details (Optional) | ||
| Mobile Number | Email Address | By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically |
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