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CAVALIER RESOURCES LIMITED — AGM Information 2025
Oct 20, 2025
64731_rns_2025-10-20_a53d4d5a-6740-4546-aed4-c77482ba03af.pdf
AGM Information
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Cavalier Resources Limited
ACN 635 842 143
Notice of Annual General Meeting and Explanatory Memorandum
Date of Meeting: Thursday 20 November 2025
Time of Meeting: 10.30am AWST Place of Meeting: Level 2, 22 Mount Street, Perth WA 6000
This is an important document. Please read it carefully.
If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.
In compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Annual General Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of Meeting in accordance with the instructions set out on that form by no later than 10.30am AWST on 18 November 2025.
Notice of Annual General Meeting
Notice is given that an Annual General Meeting of shareholders of Cavalier Resources Limited ACN 635 842 143 (Company) will be held at Level 2, 22 Mount Street, Perth WA 6000 on 20 November 2025 commencing at 10.30am AWST.
Agenda
Ordinary business
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.
1. 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 purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.”
Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.
| Voting | prohibition statement: |
|---|---|
| A vote | on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following |
| persons: | |
| (a) | a member of the Key Management Personnel, details of whose remuneration are included in the |
| Remuneration Report; or | |
| (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 onbehalfof a person described above and either: | |
| (a) | the voter 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: |
| (i) does not specify the way the proxy is to vote on this Resolution; and |
|
| (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is |
|
| connected directly or indirectly with the remuneration of a member of the Key Management | |
| Personnel. |
Voting Intentions of Chair:
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.
2. Resolution 2: Re-election of Director – Mr Anthony Keers
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“ That, for the purpose of clause 15.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Anthony Keers retires, and being eligible, be re-elected as a Director of the Company .”
Page 1 of 21
Notice of Annual General Meeting
3. Resolution 3: Ratification of Prior Issue of Placement Shares (LR 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 approve and ratify the issue of 3,512,332 Placement Shares (LR 7.1) to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”
Voting exclusion statement:
The Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue of the Placement Shares, being the Placement Participants or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
-
(a) a person as a proxy or attorney for a person who is entitled to vote on this 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 this Resolution, in accordance with a direction given to the Chair to vote on this 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 this Resolution; and
-
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
4. Resolution 4: Ratification of Prior Issue of Placement Shares (LR 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 approve and ratify the issue of 5,784,222 Placement Shares (LR 7.1A) to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”
Voting exclusion statement:
The Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue of the Placement Shares, being the Placement Participants or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
-
(a) a person as a proxy or attorney for a person who is entitled to vote on this 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 this Resolution, in accordance with a direction given to the Chair to vote on this 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:
-
(iii) 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 this Resolution; and
-
(iv) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Page 2 of 21
Notice of Annual General Meeting
5. Resolution 5: Ratification of Prior Issue of Broker Options
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 approve and ratify the issue of 5,164,000 Broker Options on the terms and conditions set out in the Explanatory Statement.”
Voting exclusion statement:
The Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue of the Broker Options, being Kerr Allan Financial Pty Ltd trading as Dalton Equities (or their nominees) or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
-
(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
-
(b) the Chair 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.
6. Resolution 6: Approval to Issue Lead Manager Options
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 1,859,311 Lead Manager Options on the terms and conditions set out in the Explanatory Memorandum.”
Voting exclusion statement:
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of a person who is expected to participated in, or who will obtain a material benefit as a result of the issue of the Lead Manager Options (except a benefit solely by reason of being a holder of ordinary securities in the Company), namely Sanlam Private Wealth Pty Ltd (or its nominees), or an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of Resolution 6 by:
-
(d) 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
-
(e) 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
-
(f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
-
(iii) 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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(iv) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Notice of Annual General Meeting
Special Resolution
7. Resolution 7: Approval of 10% Placement Capacity
To consider and, if thought fit, to pass 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 ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum .”
Voting exclusion statement:
The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of the Resolutions 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.
8. General business
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.
Notes:
(a) Terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Memorandum.
(b) A detailed summary of the Resolution(s) is contained within the Explanatory Memorandum.
The resolution(s) at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.
By order of the board
Damon Cox
Company Secretary
7 October 2025
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Notice of Annual General Meeting
Proxies and representatives
Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.
Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth ). The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the Company’s share registry not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.
If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.
A proxy form is attached to this Notice.
Voting entitlement
For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 5.00pm AWST on 18 November 2025.
Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Signing instructions
You must sign the proxy form as follows in the spaces provided:
| Individual: | Where the holding is in one name, the holder must sign. |
|---|---|
| Joint Holding: |
Where the holding is in more than one name, all holders must sign. |
| Power of Attorney: |
To sign under Power of Attorney, 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 sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. |
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Notice of Annual General Meeting
1. Introduction
This Explanatory Memorandum is provided to the shareholders of Cavalier Resources Limited ACN 635 842 143 ( the Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 2, 22 Mount Street, Perth WA 6000 on 20 November 2025 commencing at 10.30am AWST.
The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.
Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.
Terms used in this Explanatory Memorandum are defined in Section 10.
2. 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.
There is no requirement for shareholders to approve these reports. However, time will be allowed during the annual general meeting for consideration by shareholders of the financial statements and the associated directors’ and auditors’ reports.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.cavalierresources.com.au
The Company’s Annual Report is placed before the Shareholders for discussion.
No voting is required for this item.
3. Resolution 1: Adoption of Remuneration Report
3.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
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 annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
3.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
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.
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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.
3.3 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.
4. Resolution 2: Re-election of Director – Mr Anthony Keers
4.1 General
ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
Clause 15.2 of the Company Constitution (which mirrors ASX Listing Rule 14.4) requires that a director shall not continue in office for a period in excess of three consecutive years or until the third annual general meeting following the director’s appointment, whichever is the longer, without submitting to reelection.
Mr Keers was first appointed a Director on 24 November 2021 (prior to the Company’s listing on the ASX) and was re-elected at the 2023 AGM.
Mr Keers retires by rotation at the Annual General Meeting and seeks re-election.
4.2 Qualifications and other material directorships
Mr Keers is the co-founder and director of successful mine consulting firm Auralia Mining Consulting, and is a highly technically proficient mining engineer with over 20 years’ experience. His experience includes working as an underground engineer for Sons of Gwalia, a consultant mining engineer for AMC and LQS, and a business analyst for Gemcom.
Mr Keers has expertise in a wide range of commodity types and locations around the world, spanning all aspects of mine planning, scheduling and operations. Mr Keers has undertaken feasibility studies and reserve estimation work for both ASX and TSX listed entities.
Mr Keers holds a degree in Mining Engineering (Hons) from the University of Queensland, a Diploma in Project Management and is an AusIMM accredited Chartered Professional.
Mr Keers is considered to be an independent director.
4.3 Board recommendation
The Board supports the re-election of Mr Keers as a Director of the Company and recommends (with Mr Keers abstaining) that Shareholders vote in favour of Resolution 2.
5. Resolutions 3 and 4: Ratifications of Prior Issue of Placement Shares
5.1 Background
On 5 September 2025, the Company announced a placement of approximately 9.296 million fully paid ordinary shares to institutional and sophisticated investors at an issue price of $0.23 per new share to raise $2.138 million (before issue costs) ( Placement ).
Shares from the Placement were subsequently issued on 12 September 2025.
The fully paid ordinary shares were issued under the Company’s existing placement capacity under ASX Listing Rules 7.1 (3,512,332 ordinary shares) and 7.1A (5,784,222 ordinary shares).
5.2 Listing Rules 7.1 and 7.1A
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
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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.
Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at its previous annual general meeting held on 22 November 2024.
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 combined 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the date of the issue.
5.3 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. Listing Rule 7.4 also provides that an issue made in accordance with Listing Rule 7.1 can be approved subsequently under Listing Rule 7.4.
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 of the Placement Shares, being the subject of Resolutions 3 and 4.
Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 3,512,332
Placement Shares (LR 7.1).
Resolution 4 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 5,784,222 Placement Shares (LR 7.1A).
5.4 Technical Information required by Listing Rule 14.1A
Resolution 3
If Resolution 3 is passed, the 3,512,332 Placement Shares (LR 7.1) 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 issue of the Placement Shares (LR 7.1).
If Resolution 3 is not passed, the 3,512,332 Placement Shares (LR 7.1) will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares (LR 7.1).
Resolution 4
If Resolution 4 is passed, the 5,784,222 Placement Shares (LR 7.1A) will be excluded in calculating the Company’s 10% 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 issue of the Placement Shares (LR 7.1A).
If Resolution 4 is not passed, the 5,784,222 Placement Shares (LR 7.1A) will be included in calculating the Company’s 10% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares (LR 7.1A).
5.5 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 Resolutions 3 and 4:
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(a) Names of persons to whom the securities were issued or the basis on which those persons were identified/selected
1,956,521 of the Placement Shares were issued to Tribal Mining Pty Ltd. Mr Kerry Parsons is the sole director and shareholder of Tribal Mining Pty Ltd. Mr Parsons is a substantial holder in the Company (through other holdings in his own name and another controlled entity PG Mining Pty Ltd).
The other Placement Shares were issued to institutional and sophisticated investors who are clients of Sanlam Private Wealth Pty Ltd (being the other Placement Participants).
None of the other Placement Participants is a related party of the Company, a member of the Company's key management personnel, a substantial holder in the Company or an adviser of the Company who received more than 1% of the Company's current issued capital under the Placement.
(b) The number and class of securities issued
A total of 9,296,554 fully paid ordinary shares were issued comprising:
-
(i) 3,512,332 fully paid ordinary shares (under LR 7.1) (being the subject of Resolution 3); and
-
(ii) 5,784,222 fully paid ordinary shares (under LR 7.1A) (being the subject of Resolution 4).
(c) Terms of Securities
The Placement 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.
(d) Date(s) on or by which the Securities were issued
The Placement Shares were issued on 12 September 2025.
(e) Price or other consideration the Company received for the Securities
The issue price was $0.23 per share.
(f) Purpose of the issue, including the intended use of any funds raised by the issue
The purpose of the issue was to raise funds of $2.138 million (before issue costs) to be applied towards:
-
Resources development and extensional drilling at the Crawford Gold Project;
-
Working capital and other pre-mine expenditure.
(g) Summary of material terms of agreement to issue
The Placement Shares were not issued under an agreement.
(h) Voting Exclusion Statements
Voting exclusion statements apply to Resolutions 3 and 4 and are included in the Notice preceding this Explanatory Memorandum.
5.6 Board recommendation
The Board recommends that Shareholders vote in favour of Resolutions 3 and 4.
6. Resolution 5: Ratification of Prior Issue of Broker Options
6.1 General
In October 2024, the Company completed a non-renounceable rights issue ( Rights Issue ) raising a total of $1.735 million (before issue costs).
In connection with the Rights Issue, the Company engaged Kerr Allan Financial Pty Ltd (ACN 127 843 627) trading as Dalton Equities ( Dalton Equities ) to act as the broker to the issue ( Broker ) pursuant to an Engagement Letter ( Broker Mandate ).
Under the terms of the Broker Mandate, the Company agreed to pay the fees set out in Section 6.2 below.
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6.2 Broker Mandate
In consideration for the services provided, the Company agreed to pay/issue to Dalton Equities (or their nominees):
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(a) a management fee of 2.0% of the total amount raised under any shortfall offer;
-
(b) an arranging fee of 4.0% of the total proceeds raised by the Broker under any shortfall offer; and (c) 2.5 million options to acquire shares (“ Broker Options ”) for every 7 million shares issued under the Rights Issue and any shortfall offer), provided an aggregate of no less than $1,500,000 is raised from the Rights Issue and any shortfall offer.
The Broker Mandate otherwise contains terms which are considered standard for a transaction of this nature (including customary representations, warranties and indemnities).
The Company subsequently issued 5,164,000 Broker Options on 10 December 2024.
6.3 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 the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
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.
6.4 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. Listing Rule 7.4 also provides that an issue made in accordance with Listing Rule 7.1 can be approved subsequently under Listing Rule 7.4.
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 of the Broker Options, being the subject of Resolution 5.
Resolution 5 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 5,164,000 Broker
Options.
6.5 Technical Information required by Listing Rule 14.1A
If Resolution 5 is passed, the 5,164,000 Broker Options 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 issue of the Broker Options.
If Resolution 5 is not passed, the 5,164,000 Broker Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Broker Options.
6.6 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 Resolution 5:
(a) Names of persons to whom the securities were issued or the basis on which those persons were identified/selected
The Broker Options were issued to Dalton Equities and their nominees. None of the recipients was a related party of the Company or a Material Investor.
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Notice of Annual General Meeting
(b) The number and class of securities issued
A total of 5,164,000 unlisted options were issued.
(c) Terms of Securities
The Lead Manager Options were issued on the terms and conditions set out in Schedule 1.
(d) Date(s) on or by which the Securities were issued
The Broker Options were issued on 10 December 2024.
(e) Price or other consideration the Company received for the Securities
The issue price of the Broker Options was nil, in consideration for services provided by Dalton equities under the Broker Mandate.
(f) Purpose of the issue, including the intended use of any funds raised by the issue
The purpose of the issue of the Broker Options is to satisfy the Company’s obligations under the Broker Mandate.
(g) Summary of material terms of agreement to issue
The material terms of the Broker Mandate are set out in section 6.2 above.
(h) Voting Exclusion Statements
Voting exclusion statements apply to this Resolution 5, and are included in the Notice preceding this Explanatory Memorandum.
6.7 Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 5.
7. Resolution 6: Approval to Issue Lead Manager Options
7.1 General
As set out in section 5.1 above, the Company completed a Placement on 12 September 2025 to raise $2.138 million (before issue costs).
In connection with the Placement, the Company engaged Sanlam Private Wealth Pty Ltd (ACN 136 960 775) to act as Lead Manager ( Lead Manager ) pursuant to an Engagement Letter ( Lead Manager Mandate ).
Under the terms of the Lead Manager Mandate, the Company has agreed to pay the fees set out in Section 7.2 below and to engage the Lead Manager for a term of six (6) months from the date of the agreement, or the completion of the transaction, whichever is earlier.
7.2 Lead Manager Mandate
Under the terms of the Lead Manager Mandate, the Company has agreed to:
-
(d) pay a capital raising fee equal to 6% of the funds raised under the Placement; and
-
(e) issue 1,859,311 unlisted options to Sanlam Private Wealth Pty Ltd (or their nominees) ( Lead Manager Options ), subject to shareholder approval.
The Lead Manager Mandate otherwise contains terms which are considered standard for a transaction of this nature (including customary representations, warranties and indemnities).
7.3 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 the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12-month period.
The proposed issue of the Lead Manager Options under this Resolution does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and, assuming that Resolution 3 is passed, can therefore be made without breaching that rule, the
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Notice of Annual General Meeting
Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1.
Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.
7.4 Technical information required by Listing Rule 14.1A
If Resolution 6 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 6 is not passed, the issue of the Lead Manager Options can still proceed (assuming that either Resolution 3 or Resolution 5 is passed) but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.
7.5 Technical information required by Listing Rule 7.1
Pursuant to and in accordance with Listing Rule 7.1, the following information is provided in relation to Resolution 6:
-
(a) 1,859,311 Lead Manager Options will be issued to Sanlam Private Wealth Pty Ltd (or their nominees);
-
(b) The Lead Manager Options will be issued on the terms and conditions set out in Schedule 2;
-
(c) The Company expects to issue the Lead Manager Options within 5 Business Days of the Meeting. In any event, the Company will not issue the Lead Manager Options later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
-
(d) The Lead Manager Options will have an issue price of nil, in consideration for Sanlam Private Wealth Pty Ltd providing lead manager services;
-
(e) The purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations under the Lead Manager Mandate;
-
(f) The Lead Manager Options are to be issued under the terms of the Lead Manager Mandate; and
-
(g) A voting exclusion statement is included in the Notice.
7.6 Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 6.
8. Resolution 7: Approval of 10% Placement Capacity
8.1 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.
However, 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 Capacity ).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.
Resolution 7 seeks Shareholder approval by way of special resolution for the Company to have the 10% Placement Capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
If Resolution 7 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.
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Notice of Annual General Meeting
If Resolution 7 is not passed, the Company will not be able to access the 10% Placement Capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
8.2 Information on 10% Placement Capacity
(a) Quoted securities
Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.
As at the date of this Notice, the Company currently has one class of Equity Securities quoted on the ASX, being Ordinary Shares (ASX Code: CVR).
(b) Formula for 10% Placement Capacity
If this Resolution 7 is passed, the Company may issue or agree to issue, during the 12 month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula:
Additional Placement Capacity = (A x D) – E
-
A = the number of fully-paid ordinary securities on issue at the commencement of the Relevant Period:
-
plus the number of fully-paid ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9, 16, or 17;
-
plus the number of fully-paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
-
the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
- 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 7.4;
-
plus the number of fully-paid ordinary securities issued in the Relevant Period under an agreement to issue securities within rule 7.2 exception 16 where:
-
the agreement was entered into before the commencement of the Relevant Period; or
-
the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
-
-
plus the number of fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or ASX Listing Rule 7.4;
-
plus the number of partly-paid ordinary securities that became fully-paid in the Relevant Period;
-
less the number of fully-paid ordinary securities cancelled in the Relevant Period;
-
D = 10%; and
-
E = 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 Shareholders under Listing Rule 7.4.
8.3 Listing Rule requirements
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 7:
(a) Period for which the 10% Placement Capacity is valid
The 10% Placement Capacity will commence on the date of the Meeting at which the Shareholder approval is obtained and expire on the first to occur of the following:
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Notice of Annual General Meeting
-
(i) the date that is 12 months after the date of this Meeting (i.e. 20 November 2025), presuming Shareholder approval is obtained;
-
(ii) the time and date of the Company’s next annual general meeting; and
-
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
(b) Minimum Price at which equity securities may be issued
Any Equity Securities issued under the 10% Placement Capacity will be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that 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 entity and the recipient of the Equity Securities; or
-
(ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.
(c) Use of funds raised under 10% Placement Capacity
The Company intends to use funds raised from issues of Equity Securities under the 10% Placement Capacity for:
-
(i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition);
-
(ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);
-
(iii) the development of the Company’s current business; and
-
(iv) general working capital.
(d)
Risk of voting dilution
If Resolution 7 is passed and the Company issues securities under the 10% Placement Capacity, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:
-
(i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date Shareholder approval is obtained for this Resolution; and
-
(ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date.
The table overleaf shows the potential dilution of existing Shareholders following the issue of Equity Securities under the 10% Placement Capacity (based on the formula set out above) using difference variables for the number of issued Ordinary Shares and the market price of Ordinary Shares.
The table overleaf is calculated using the closing market price of Shares and the number of Equity Securities on issue as at 7 October 2025.
The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.
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Notice of Annual General Meeting
| Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2) |
Dilution | Dilution | ||
|---|---|---|---|---|
| Issue Price (per Share) |
$0.1700 (50% decrease in current issue price) |
$0.3400 (Current issue price) |
$0.5100 (50% increase in current issue price) |
|
| 67,138,771 (Current Variable A) |
Shares issued – 10% voting dilution |
6,713,877 | 6,713,877 | 6,713,877 |
| Funds raised | $1,141,359 | $2,282,718 | $3,424,077 | |
| 100,708,157 (50% increase in Variable A) |
Shares issued – 10% voting dilution |
10,070,816 | 10,070,816 | 10,070,816 |
| Funds raised | $1,712,039 | $3,424,077 | $5,136,116 | |
| 134,277,542 (100% increase in Variable A) |
Shares issued – 10% voting dilution |
13,427,754 | 13,427,754 | 13,427,754 |
| Funds raised | $2,282,718 | $4,565,436 | $6,848,155 |
*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 above uses the following assumptions:
-
(i) There are 67,138,771 Shares on issue as at the date of this Notice (ASX Code: CVR).
-
(ii) The issue price set out above is the closing price of the Shares on the ASX on 7 October 2025.
-
(iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
-
(iv) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
-
(v) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
-
(vi) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
-
(vii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.
-
(viii) 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%.
-
(ix) 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 Capacity, based on that Shareholder’s holding at the date of the Meeting.
Shareholders should note that there is a risk that:
-
(1) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
-
(2) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
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Notice of Annual General Meeting
(e) Allocation under the 10% Placement Capacity
The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:
-
(1) the purpose of the issue;
-
(2) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
-
(3) the effect of the issue of the Equity Securities on the control of the Company;
-
(4) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
-
(5) prevailing market conditions; and
-
(6) advice from corporate, financial and broking advisers (if applicable).
(f)
Previous approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 22 November 2024 ( Previous Approval ).
The Company has issued 5,784,222 shares under Listing Rule 7.1A in the period since the previous annual general meeting.
The details of the issue were:
-
(1) The shares were issued to various institutional and sophisticated investors who are clients of Sanlam Private Wealth Pty Ltd;
-
(2) A total of 5,784,222 fully paid ordinary shares were issued;
-
(3) An issue date of 12 September 2025;
-
(4) An issue price of 23 cents per share (at a 11.9% discount to the 15-day VWAP);
-
(5) The total cash consideration received was $2.138 million, of which nil has been spent to date; and
-
(6) The intended use of funds is for resources development and extensional drilling at the Crawford Gold Project, working capital and other pre-mine expenditure.
8.4 Voting Exclusion
A voting exclusion statement is included in this Notice of Meeting. As at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this Resolution.
8.5 Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 7.
9. General Business
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolution(s) are set out in the Explanatory Memorandum.
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Notice of Annual General Meeting
10. Interpretation
10% Placement Capacity has the meaning given in Section 8.1.
Annual General Meeting means the Annual General Meeting of the Company pursuant to this Notice of Meeting.
ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).
Board means the board of directors of the Company.
Closely Related Party has the meaning given in section 9 of the Corporations Act.
Company means Cavalier Resources Limited ACN 635 842 143.
Constitution means the constitution of the Company from time to time.
Corporations Act means the Corporations Act 2001 ( Cth ) as amended, varied or replaced from time to time.
Director means a director of the Company.
Eligible Entity means an entity that, at the date of the relevant general meeting:
-
(a) is not included in the S&P/ASX 300 Index; and
-
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.
Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.
Listing Rules means the official listing rules of the ASX as amended from time to time.
Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.
Official List means the official list of the ASX.
Option means an option to acquire a Share.
Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.
Previous Approval has the meaning given in section 8.3(f).
Proxy Form means the proxy form accompanying the Notice of Meeting.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2025.
Resolution means a resolution proposed at the Meeting.
Security means a Share, Option, Performance Right or any other convertible security (as applicable).
Share means a fully paid ordinary share in the issued capital of the Company.
Shareholder means a holder of Shares in the Company.
Special Resolution means a resolution:
-
(a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and
-
(b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.
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Notice of Annual General Meeting
SCHEDULE 1 – TERMS AND CONDITI ONS OF BROKER OPTIONS
The material terms and conditions of the Broker Options ( Options ) are as follows:
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.24 ( Exercise Price )
(c) Expiry Date
Each Option will expire at 5:00pm (WST) on 18 October 2027 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
(e)
Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f)
Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
(g)
Timing of issue of Shares on exercise
Within 5 Business Days after the Exercise Date, the Company will:
-
(i) issue the number of Shares required under these terms and conditions in respect of the number of New Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
-
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
-
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the New Options.
If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(h)
Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
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Notice of Annual General Meeting
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options without exercising the Options.
(k)
Change in exercise price
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(l) Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
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Notice of Annual General Meeting
SCHEDULE 2 – TERMS AND CONDITI ONS OF LEAD M ANAGER OPTIONS
The material terms and conditions of the Lead Manager Options ( Options ) are as follows:
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.50 ( Exercise Price )
(c) Expiry Date
Each Option will expire at 5:00pm (WST) on 12 September 2027 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d)
Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
(e)
Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
(g)
Timing of issue of Shares on exercise
Within 5 Business Days after the Exercise Date, the Company will:
-
(i) issue the number of Shares required under these terms and conditions in respect of the number of New Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
-
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
-
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the New Options.
If a notice delivered under (g)(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(h)
Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
Page 20 of 21
Notice of Annual General Meeting
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options without exercising the Options.
(k) Change in exercise price
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(l) Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
Page 21 of 21
Cavalier Resources Limited | ABN 16 635 842 143
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you
for Securityholder registration.
Your proxy voting instruction must be received by 10:30am (AWST) on Tuesday, 18 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
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.
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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 Cavalier Resources Limited, to be held at 10:30am (AWST) on Thursday, 20 November 2025 at Level 2, 22 Mount Street, Perth WA 6000 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.
| AMPL STEP 2 - Your voting direction Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity 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. |
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| MPLE 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 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity |
MPLE 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 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity |
MPLE 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 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity |
MPLE 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 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity |
MPLE 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 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity |
MPLE 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 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity |
MPLE 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 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Anthony Keers 3 Ratification of Prior Issue of Placement Shares (LR 7.1) 4 Ratification of Prior Issue of Placement Shares (LR 7.1A) 5 Ratification of Prior Issue of Broker Options 6 Approval to Issue Lead Manager Options 7 Approval of 10% Placement Capacity |
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| SA 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 Securityholder 2 Securityholder 3 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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