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CHARIOT RESOURCES LTD Proxy Solicitation & Information Statement 2025

Nov 13, 2025

64615_rns_2025-11-13_242e9436-256e-4441-aa27-dda4cf4b5e93.pdf

Proxy Solicitation & Information Statement

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CHARIOT CORPORATION LTD ACN 637 559 847 ADDENDUM TO NOTICE OF GENERAL MEETING

Chariot Corporation Ltd (ACN 637 559 847) ( Company ) gives notice to Shareholders that, in relation to the Notice of General Meeting dated 17 October 2025 ( Notice ) in respect of the Company’s general meeting of members to be held at 1:00pm (WST) on Wednesday, 26 November 2025 ( Meeting ), the Directors have resolved to:

  • (a) delete and replace Section 1.5 of the Explanatory Statement; and

  • (b) include new Resolutions 26 and 27 within the Notice ( Additional Resolutions ), additional Sections 21 and 22 within the Explanatory Statement, additional defined terms within the Glossary and an additional schedule ‘Schedule 5’,

as set out in this Addendum.

Capitalised terms in this Addendum have the same meaning as given in the Notice except as otherwise defined.

This Addendum is supplemental to the Notice and should be read in conjunction with the Notice. Apart from the amendments set out below, all Resolutions and the Explanatory Statement in the original Notice remain unchanged.

Replacement Proxy Form

Annexed to this Addendum to the Notice is a replacement Proxy Form ( Replacement Proxy Form To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

  • (a) If you have already completed and returned the Proxy Form annexed with the Notice ( Original Proxy Form ) and you wish to change your original vote on Resolutions 1 to 25 and/or vote on the Additional Resolutions, you must complete and return the Replacement Proxy Form .

  • (b) If you have already completed and returned the Original Proxy Form and you do not wish to vote on the Additional Resolutions, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 1 to 25 unless you submit a Replacement Proxy Form. For the sake of clarity, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast a vote on the Additional Resolutions.

  • (c) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice as supplemented by the Addendum, please complete and return the Replacement Proxy Form.

Enquiries

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 2 9698 5414.

1

SUPPLEMENTARY BUSINESS OF THE MEETING

The agenda of the Notice is amended by including the following Resolutions:

27. RESOLUTION 26 – APPROVAL TO ISSUE OPTIONS TO GAM

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 4,800,000 Options to GAM (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

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 GAM (or its nominee(s)) or any other 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 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:

  • (d) 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

  • (e) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

28. RESOLUTION 27 – APPROVAL TO ISSUE OPTIONS TO PARADISE BAY INTERNATIONAL

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

  • “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,200,000 Options to Paradise Bay International (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

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 Paradise Bay International or any other 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 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:

  • (d) 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

  • (e) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2

SUPPLEMENTARY EXPLANATORY STATEMENT

The Explanatory Statement is supplemented by deleting and replacing the following Section:

1.5 Working Capital Facility Agreement

On 10 July 2025, the Company announced that it had entered into a binding working capital facility agreement ( Facility Agreement ) with GAM Company Pty Ltd ATF The GAM 1 Trust ( GAM ) (the trustee of the loan facility) pursuant to which GAM agreed to make an unsecured loan facility of $880,000 available to the Company for the purposes of repayment of the convertible note facility with Obsidian Global GP, LLC announced by the Company on 27 March 2025, and for working capital purposes ( First Advance ).

On 27 August 2025, the Company announced that it had subsequently entered into an amended and restated version of the Facility Agreement ( Amended and Restated Facility Agreement ) with GAM pursuant to which GAM agreed to make an additional unsecured advance of up to $852,000 to the Company ( Second Advance ).

On 31 October 2025, the Company announced that it had subsequently entered into a variation deed with GAM pursuant to which the Company and GAM agreed to vary the Amended and Restated Facility Agreement ( Variation Deed ).

The material terms of the Amended and Restated Facility Agreement (as varied on 31 October 2025) are set out in the table below.

Drawdown The Company can draw down on:
(a)
the First Advance at any time on or before the date that is
six months from the date of the Facility Agreement; and
(b)
the Second Advance at any time from the date of the
Amended and Restated Facility Agreement until the date
that is six months from the date of the Amended and
Restated Facility Agreement,
(Availability Period).
The First Advance was drawn down in full on 11 July 2025 and
excluded certain fees that were withheld. The Second Advance
was drawn down in full on 28 August 2025 and excluded certain
fees that were withheld.
Interest Interest of $79,200 and $144,000 is payable on the First Advance and
the Second Advance, respectively, and is payable upfront, on draw
down. GAM is entitled to withhold an equivalent amount of the
interest payment from the funds advanced to the Company on
draw down. Default interest of 3% per annum is payable on
amounts overdue under the Facility Agreement.
Repayment The First Advance and the Second Advance are repayable (in full)
on the last day of their respective Availability Period (Repayment
Date), or on such earlier date at the election of the Company.
Notwithstanding the above, if the Company completes an equity
capital raising at any time before the Repayment Date, the
Company must apply not less than 20% of the proceeds of the
equity capital raising to prepay or repay (as applicable) the then
outstanding balance of the loan, unless otherwise directed by
GAM.
If an equity capital raising occurs, the Company must apply all of
the cash proceeds (after deducting direct costs associated with the
raising, including lead manager and legal fees) toward repayment
of the then outstanding balance under the facility and any other
amounts owing to GAM, unless otherwise directed by GAM. If any
portion remains outstanding under the facility, proceeds of any
subsequent equity capital raising must be applied in the same
manner until amounts under the facility, all accrued interest, and all
other amounts owing are repaid in full.

3

In addition, the Company has undertaken to complete an equity
capital raising to raise not less than $3,000,000 (before costs) within
four months of 31 October 2025, and to apply the net proceeds in
accordance with the Amended and Restated Facility Agreement.
Security The Company’s obligations under the Amended and Restated
Facility Agreement are secured by a fixed and floating charge over
all present and after-acquired property of the Company (Security)
under a general security deed (GSD).
The Company must execute, perfect, and maintain the Security in
all relevant jurisdictions, and ensure it remains valid, perfected,
enforceable, and of the intended priority.
In the event of enforcement, all proceeds must be applied in
accordance with the General Security Deed.
In is a default under the Amended and Restated Facility Agreement
if:
(a)
the Security loses its priority or is claimed to have done so
by the Company or any other person; and
(b)
there is a material adverse effect on the Company’s
ability to perform its payment obligations under the
Amended and Restated Facility Agreement, the Variation
Deed and/or the GSD (each aFinance Document) or the
validity, enforceability, or effectiveness of any Finance
Document or GAM’s rights under them.
Fees The Company has agreed to pay GAM the following arrangement
fees:
(c)
$58,080 (plus GST) in consideration for advancing the First
Advance;
(d)
$64,000 (plus GST) in consideration for advancing the
Second Advance;
(e)
$15,000 worth of Shares (being a total of 142,858 Shares)
calculated based on the closing price of Shares
immediately prior to the date of the Amended and
Restated Facility Agreement.
The Company has also agreed to pay GAM’s legal fees up to a
maximum of $9,500. GAM has withheld $7,500 from the funds
advanced to the Company under the First Advance and $2,000
from the funds advanced to the Company under the Second
Advance for these purposes.
The Company also agreed to pay GAM $10,000 for legal costs in
preparing and executing the Variation Deed.
Loan Options The Company has also agreed to issue GAM (or its nominee(s))
9,000,000 Options on the same terms as the Options issued under
the Placement, as soon as reasonably practicable after the date of
the Facility Agreement and in any event no later than 12 weeks
after the date of the Facility Agreement and subject to Shareholder
approval (being the subject of Resolution 17). In the event that
shareholder approval for the Options is not obtained, the Company
shall be required to cash-settle the issue of the Options by making a
payment in immediately available funds to GAM equal to the
higher of:
(a)
$0.0131 per Option; and
(b)
the Black-Scholes value of the Options as at the date that
is twelve weeks from the date of the Facility Agreement.

The Amended and Restated Facility Agreement otherwise contains terms and conditions considered customary for an agreement of its type, including representations and warranties, negative covenants and events of default.

4

The Explanatory Statement is supplemented by including the following Section:

21. RESOLUTION 26 – APPROVAL TO ISSUE OPTIONS TO GAM

21.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 4,800,000 Options to GAM (or its nominee(s)) in consideration for GAM advancing a loan of $1,200,000 to the Company ( Loan ) under a loan agreement between the Company and GAM dated 31 October 2025 ( Loan Agreement ).

The material terms of the Loan Agreement are set out in the table below.

Loan
Advancement
GAM has agreed to advance the Loan to the Company in a single
advance within 5 business days of satisfaction of the conditions
precedent under the Loan Agreement (Advance Date). The Loan
will be advanced in immediately available funds to the Company’s
nominated account.
Interest Interest of $108,000 is payable upfront on drawdown, representing
interest for the first six months of the Loan at a rate of 18% per
annum. GAM is entitled to withhold this amount from the funds
advanced on the Advance Date. Following the first six-month
period, interest will accrue daily at a rate of 18% per annum,
calculated on a 365-day year, and is payable on maturity. Default
interest of 30% per annum applies to any overdue amounts,
calculated daily and payable on demand.
Repayment The Loan, including all outstanding principal and accrued interest,
is repayable in full 12 months from the Advance Date (Maturity
Date), unless prepaid earlier.
The Company may prepay the Loan at any time with not less than
five business days’ prior notice; however, no portion of the prepaid
interest is refundable.
If the Company undertakes an equity capital raising prior to the
Maturity Date, it must apply the proceeds (net of transaction costs)
first to repay funds advanced under the Facility Agreement in full
(unless already repaid or otherwise directed by GAM) and second
to prepay not less than 25% of the outstanding amount under the
Loan.
Security The Loan is secured by a general security deed (GSD) over all
present and after-acquired property of the Company. The
Company’s obligations under the Loan are secured by a fixed and
floating charge over all present and future assets of the Company
pursuant to the GSD. The Company is not permitted to create or
permit any further security interests other than those approved
under the Loan Agreement.
Fees The Company is responsible for all taxes payable in connection with
the execution, delivery, and enforcement of the Loan Agreement,
together with all reasonable legal and administrative costs incurred
by GAM. The Company has also agreed to pay any professional
and legal fees of GAM associated with preparing, negotiating, and
enforcing the Agreement.
Loan Options The Company has also agreed to issue GAM (or its nominee(s))
4,800,000 Options at an exercise price of $0.35 per Option, expiring
three years from the date of issue. The options must be issued within
fifteen business days of the Advance Date, subject to shareholder
approval under ASX Listing Rule 7.1. If shareholder approval is not
obtained, the Company must cash-settle the issue of the options by
making a payment to GAM calculated at $0.08 per option, based
on a Black-Scholes valuation

5

The Loan Agreement otherwise contains terms and conditions considered customary for an agreement of its type, including representations and warranties, negative covenants and events of default.

21.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 2.1 of the Notice.

The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.

21.3 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue and the Company will be required to cash-settle the issue of the Options by making a cash payment based on an assumed Black & Scholes valuation per Option of $0.08 in accordance with the Loan Agreement.

21.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities will be
issued or the basis on
which those persons
were or will be
identified/selected
The Options will be issued to GAM (or its nominee(s)).
Number of Securities and
class to be issued
4,800,000 Options will be issued.
Terms of Securities The Options will be issued on the terms and conditions set
out in Schedule 5.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Options within 5 Business
Days of the Meeting. In any event, the Company will not
issue any Options later than three 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).
Price or other
consideration the
Company will receive for
the Securities
The Options will be issued at a nil issue price, in consideration
for advancing the Loan under the Loan Agreement.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue is to satisfy the Company’s
obligations under the Loan Agreement.
Summary of material
terms of agreement to
issue
The Options are being issued under the Loan Agreement, a
summary of the material terms of which is set out in Section
21.1.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.

6

22. RESOLUTION 27 – APPROVAL TO ISSUE OPTIONS TO PARADISE BAY INTERNATIONAL

22.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 3,200,000 Options consideration to Paradise Bay International (or its nominee(s)) in consideration marketing services provided by Paradise Bay International.

22.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 2.1 of the Notice.

The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.

22.3 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue, and the Company may be required to compensate Paradise Bay International by other means (including cash payment).

22.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities will be
issued or the basis on
which those persons
were or will be
identified/selected
The Options will be issued to Paradise Bay International (or
its nominee(s)).
Number of Securities and
class to be issued
3,200,000 Options will be issued.
Terms of Securities The Options will be issued on the terms and conditions set
out in Schedule 5.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Options within 5 Business
Days of the Meeting. In any event, the Company will not
issue any Options later than three 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).
Price or other
consideration the
Company will receive for
the Securities
The Options will be issued at a nil issue price, in consideration
for
marketing
services
provided
by
Paradise
Bay
International.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue is to compensate Paradise Bay
International for marketing services provided.
Summary of material
terms of agreement to
issue
The Options are not being issued under an agreement.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.

7

SUPPLEMENTARY DEFINED TERMS

The Glossary is amended by including the following defined terms:

Loan has the meaning given in Section 21.2.

Loan Agreement has the meaning given in Section 21.2.

Paradise Bay International means Paradise Bay International Pty Ltd.

1

SCHEDULE 5 – TERMS AND CONDITIONS OF OPTIONS

1. Entitlement Option entitles the holder to subscribe for one Share upon exercise of
the Option.
2. Exercise Price Subject to paragraph 9, the amount payable upon exercise of each
Option will be $0.35 (Exercise Price).
3. Expiry Date Each Option will expire at 5:00 pm (AWST) on the date that is 3 years
from the date of issue (Expiry Date).
An Option not exercised before the Expiry Date will automatically
lapse on the Expiry Date
4. Exercise Period The Options are exercisable at any time on or prior to the Expiry Date
(Exercise Period).
5. Exercise Notice The Options may be exercised during the Exercise Period by notice in
writing to the Company in the manner specified on the Option
certificate (Exercise Notice) 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.
6. Exercise Date An Exercise Notice is only effective on and from the later of the date
of receipt of the Exercise Notice and the date of receipt of the
payment of the Exercise Price for each Option being exercised in
cleared funds (Exercise Date).
7. Timing of issue of
Shares on exercise
Within five Business Days after the Exercise Date, the Company will:
(c)
issue the number of Shares required under these terms and
conditions in respect of the number of Options specified in
the Exercise Notice and for which cleared funds have been
received by the Company;
(d)
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
(e)
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 Options.
If a notice delivered under 7(d) 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.
8. Shares issued on
exercise
Shares issued on exercise of the Options rank equally with the then
issued shares of the Company.
9. Reorganisation If there is a reorganisation of the issued share capital of the Company
(including any subdivision, consolidation, reduction, return or
cancellation of such issued capital of the Company), the rights of the
holder will be changed to the extent necessary to comply with the
ASX Listing Rules applicable to a reorganisation of capital at the time
of the reorganisation.

1

10. 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 Options
without exercising the Options.
11. Change in exercise
price/Adjustment
for rights issue
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.
12. Transferability The Options are transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable Australian
securities laws.

2

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Chariot Corporation Ltd | ABN 13 637 559 847

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 1:00pm (AWST) on Monday, 24 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 KMP.

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.

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)

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://automic.com.au.

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Chariot Corporation Ltd, to be held at 1:00pm (AWST) on Wednesday, 26 November 2025 at Level 5, 191 St Georges Tce, Perth WA 6000 hereby:

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 Resolutions 8, 9, 10, 12, 13, 14 and 15 (except where I/we have indicated a different voting intention below) even though Resolutions 8, 9, 10, 12, 13, 14 and 15 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2 – Your voting direction

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Resolutions
For Against Abstain
Resolutions For Against Abstain
1
APPROVAL TO ISSUE SHARES TO CONTINENTAL
14
ISSUE OF PERFORM
BRENDAN BORG
AN CE RIGHTS TO DIRECTOR -
2
RATIFICATION OF PRIOR ISSUE OF SHARES TO FIRST
PLACEMENT PARTICIPANTS UNDER LISTING RULE 7.1
15
ISSUE OF PERFORM
FREDERICK FORNI
AN CE RIGHTS TO DIRECTOR -
3
RATIFICATION OF PRIOR ISSUE OF SHARES TO FIRST
PLACEMENT PARTICIPANTS UNDER LISTING RULE 7.1A
16
AMENDMENT TO C
ON STITUTION
4
APPROVAL TO ISSUE OPTIONS TO FIRST PLACEMENT
PARTICIPANTS
17
APPROVAL TO ISSU
E O PTIONS TO GAM
5
APPROVAL TO ISSUE OPTIONS
18
RATIFICATION OF P
POINT MINERALS U
RIO
ND
R ISSUE OF SHARES TO ELK
ER LISTING RULE 7.1
6
RATIFICATION OF PRIOR ISSUE OF SHARES TO OBSIDIAN
UNDER LISTING RULE 7.1
19
RATIFICATION OF P
PLACEMENT PARTI
RIO
CIP
R ISSUE OF SHARES TO SECOND
ANTS UNDER LISTING RULE 7.1A
7
RATIFICATION OF PRIOR ISSUE OF SHARES TO MAX
WEALTHY INTERNATIONAL UNDER LISTING RULE 7.1
20
APPROVAL TO ISSU
PLACEMENT PARTI
E O
CIP
PTIONS TO SECOND
ANTS
8
APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’
FEES – SHANTHAR PATHMANATHAN
21
CHANGE OF COMP
AN Y NAME
9
APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’
FEES – NEIL STUART
22
APPROVAL TO ISSU
FINANCIAL
E O PTIONS TO SOUTHERN CROSS
1 0
APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’
FEES – FREDERICK FORNI
23
APPROVAL TO ISSU
E O PTIONS TO RAJAT DEWAN
1 1
APPROVAL TO ISSUE SHARES IN LIEU OF CONSULTANCY
FEES – RAMESH CHAKRAPANI
24
APPROVAL TO ISS
E PTIONS TO AJAIB DHILLON

1 2
APPROVAL TO INCREASE MAXIMUM SECURITIES UNDER
THE COMPANY’S EMPLOYEE INCENTIVE SECURITIES
PLAN
25
APPROVAL TO ISSU
INTERNATIONAL
E O PTIONS TO PARADISE BAY
1 3
ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR –
SHANTHAR PATHMANATHAN
26
APPROVAL TO ISSU
E O PTIONS TO GAM
27
APPROVAL TO ISSU
INTERNATIONAL
E O PTIONS TO PARADISE BAY
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to v
poll andyour votes will not be counted in computingthe required majorityon apoll.
ote on that Resolution on a show of hands or on a
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Sole Director and Sole Company Secretary
Contact Name
Securityholder 2
Director
Securityholder 3
Director / Company Secretary
Email Address
Contact Daytime Telephone