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CODRUS MINERALS LIMITED — AGM Information 2025
Oct 14, 2025
64634_rns_2025-10-14_12bf5e2a-7b87-4843-a636-ec4827626ce7.pdf
AGM Information
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15 October 2025
Dear Shareholder
Annual General Meeting | Notice of Meeting and Proxies
Notice is given that the Annual General Meeting (Meeting ) of Shareholders of Codrus Minerals Limited (ACN 600 818 157) ( Company) will be held as follows:
Time and date: 10:00am (Perth time) on Thursday, 20 November 2025 Location: Level 2, 16 Altona Street, West Perth WA 6005
Notice of Meeting
In accordance with the Corporations Act 2001 (Cth) the Company will not be dispatching physical copies of the Notice of Meeting unless individual shareholders have made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded from:
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the Company’s website at https://www.codrusminerals.com.au; and
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the ASX market announcements page under the Company’s code “CDR”.
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.
Voting at the Meeting or by proxy
Shareholders can vote by attending the Meeting in person, by proxy or by appointing an authorised representative. Shareholders are encouraged to vote by lodging a proxy form.
Proxy forms can be lodged:
Online: https://investor.automic.com.au/#/loginsah or use your mobile device to scan the personalised QR code on your personalised form.
By mail: Automic GPO Box 5193 Sydney NSW 3001, Australia By fax: +61 2 8583 3040
Your proxy voting instruction must be received by 10:00am (Perth time) on Tuesday, 18 November 2025 being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. If you have questions about your Proxy Form or difficulties accessing the Notice of Meeting, please contact Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia).
The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Authorised for release by:
Jamie Byrde
Company Secretary
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Codrus Minerals Limited ACN 600 818 157
Notice of Annual General Meeting
Notice is given that the Meeting will be held at:
Time: 10:00 am (WST) Date: 20 November 2025 Place: Level 2, 16 Altona Street West Perth WA 6005
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (Sydney time) on 18 November 2025.
Business of the Meeting
Agenda
1. Financial Statements and Reports
To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.
2. 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 Annual Report for the financial year ended 30 June 2025.”
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
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(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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(b) a Closely Related Party of such a member.
However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
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(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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(b) the voter is the Chair and the appointment of the Chair as proxy:
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(i) does not specify the way the proxy is to vote on this Resolution; and
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(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
3. Resolution 2 – Re-Election of Director – Greg Bandy
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of clause 15.2 of the Constitution, ASX Listing Rule 14.5 and for all other purposes, Greg Bandy, a Director, retires by rotation, and being eligible, is reelected as a Director.”
4. Resolution 3 – 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 ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”
Dated: 15 October 2025 By order of the Board
Jamie Byrde Company Secretary
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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(a) each Shareholder has a right to appoint a proxy;
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(b) the proxy need not be a Shareholder of the Company; and
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(c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:
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(a) if proxy holders vote, they must cast all directed proxies as directed; and
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(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6424 9017
Explanatory Statement
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
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Annual Report
Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at www.codrusminerals.com.au.
There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.
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Resolution 1 – Adoption of Remuneration Report
2.1 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.
2.2 Voting consequences
The vote on Resolution 1 is advisory only and does not bind the Company or its directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.
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.
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.
2.3 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.
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Resolution 2 – Re-Election of Director – Greg Bandy
3.1 General
The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Clause 15.2 provides that there must be an election of directors at each annual general meeting (as does ASX Listing Rule 14.5). This can be satisfied by a person who has nominated to be elected as a director under clause 15.3, or a director who has held office for three years and retires by rotation under clause 15.2(a), or a casual appointee to the Board who stands for re-election under clause 15.4. Where there is no person standing for election or re-election under any of those provisions, then the director who has been director for longest without re-election must retire and stand for re-election.
In 2024, Executive Chairman Greg Bandy was re-elected as a director at the EGM held on 28 May 2024. Directors Jamie Byrde and Keith Coughlan were both re-elected at the AGM held on 21 November 2024. As the director who has held office for the longest without re-election, Greg Bandy retires and stands for re-election for the purposes of Clause 15.2 of the Constitution.
3.2 Qualifications and other material directorships
Greg Bandy has over 20 years experience in retail, corporate and capital markets both in Australia and overseas. Mr Bandy worked as a Senior Client Advisor at Montagu Stockbrokers and Patersons Securities for over 10 years before moving to the corporate sector. Mr Bandy has served as Executive Director for numerous ASX-listed companies, most recently overseeing Red Emperor Resources’ acquisition of the Panton PGM Project and its transformation to Future Metals NL.
3.3 Independence
Mr Bandy is an executive director and is therefore not considered to be an independent director.
3.4 Board recommendation
The Board supports the election of Greg Bandy and recommends that Shareholders vote in favour of Resolution 2
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Resolution 3 – Approval of 10% Placement Capacity
4.1 General
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.
An "eligible entity" means an entity which is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less at the date of the Meeting. The Company is an eligible entity for these purposes as at the Disclosure Date (206,734,379 Shares at a Share price of $0.026 being a market capitalisation of $5,375,093).
Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in ASX Listing Rule 7.1A to issue equity securities without Shareholder approval ( Additional Issuance Capacity ).
If Resolution 3 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1.
The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Issuance Capacity if Shareholders approve Resolution 3. The Board unanimously recommend that Shareholders vote in favour of Resolution 3.
The information below provides more background on ASX Listing Rule 7.1A and the disclosure required by ASX Listing Rule 7.3A.
4.2 Description of ASX Listing Rule 7.1A
(a) Securities which may be issued under the Additional Issuance Capacity
Under the Additional Issuance Capacity, the Company must issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the Company has on issue one class of quoted Equity Securities, being fully paid ordinary shares (ASX Code: CDR ).
(b)
Minimum issue price
Equity Securities issued under the Additional Issuance Capacity must be issued for cash consideration only. The issue price of each Equity Security issued under the Additional Issuance Capacity must be no less than 75% of the volume weighted average price for the securities in that class, calculated over the 15 ASX trading days on which trades of securities in that class were recorded immediately before:
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(i) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or
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(ii) if the securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.
The Company will disclose this information when Equity Securities are issued under the Additional Issuance Capacity.
(c) Period for which approval will be valid
Shareholder approval of the Additional Issuance Capacity will be valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:
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(i) the date that is 12 months after the date of this Meeting; or
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(ii) the time and date of the Company’s next annual general meeting;
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(iii) if the Company receives Shareholder approval for a proposed transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking), the time and date of that approval.
( Additional Issuance Period ).
(d) Dilution risks
If Equity Securities are issued under the Additional Issuance Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:
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(i) the market price for Equity Securities in the class of securities issued under the Additional Issuance Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 4 is approved); and
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(ii) the Equity Securities may be issued under the Additional Issuance Capacity at a discount to the market price for those Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities. The below table shows the dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, as at the Disclosure Date.
The table also shows:
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(iii) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue as at the Disclosure Date. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future general meeting; and
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(iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at the Disclosure Date.
| Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A.2)* |
Dilution | Dilution | Dilution | |
|---|---|---|---|---|
| Issue Price (per Share) |
$0.013 (50% decrease) |
$0.026 Issue Price |
$0.039 (50% increase) |
|
| 206,734,379 (Current Variable A) |
Shares issued | 20,673,437 | 20,673,437 | 20,673,437 |
| Funds Raised | $268,755 | $537,509 | $806,264 | |
| 310,101,569 (50% increase) |
Shares issued | 31,010,156 | 31,010,156 | 31,010,156 |
| Funds Raised | $403,132 | $806,264 | $1,209,396 | |
| Shares issued | 41,346,875 | 41,346,875 | 41,346,875 |
413,468,785 Funds Raised $537,509 $1,075,019 $1,612,528 (100% increase)
*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 ASX Listing Rule 7.1.
The table above uses the following assumptions:
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As at the Disclosure Date there are 206,734,379 Shares on issue.
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The issue price set out above is the closing price of the Shares on the ASX on the Disclosure Date.
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The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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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.
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The issue of Equity Securities under the Additional Issuance Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
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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.
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This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1. 8. 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%.
(e) Purpose of issue under Additional Issuance Capacity
The Company may issue Equity Securities under the Additional Issuance Capacity to raise cash to fund the following:
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(i) general working capital expenses;
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(ii) activities associated with its current assets;
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(iii) repayment of debt; or
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(iv) the acquisition of new assets and investments (including any expenses associated with such an acquisition).
The Company will comply with the disclosure required by ASX Listing Rule 7.1A.4 on issue of any Equity Securities issued pursuant to the approval sought by Resolution 4.
(f) Allocation policy under Additional Issuance Capacity
The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Issuance Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.
No decision has been made in relation to an issue of Equity Securities under the Additional Issuance Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.
However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:
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(i) prevailing market conditions;
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(ii) the purpose for the issue of the Equity Securities;
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(iii) the financial situation and solvency of the Company;
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(iv) impacts of the placement on control;
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(v) other methods of raising capital; and
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(vi) advice from corporate, financial and broking advisers (if applicable).
Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company.
(g) 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 21 November 2024 ( Previous Approval ).
The Company announced on 19 May 2025 a placement of a total of 41,346,875 Shares at an issue price of $0.03 to raise $1.24 million ( Placement ) and issued 16,538,750 Shares on 28 May 2025 as part of the Placement using the Additional Issuance Capacity pursuant to the Previous Approval. This was the only issue of Equity Securities made using the Additional Issuance Capacity since the Previous Approval. That issue was subsequently ratified under ASX Listing Rule 7.4 at an EGM held on 4 July 2025. The Company discloses the following information as required by ASX Listing Rule 7.3A.6:
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(i) The total number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 since the Previous Approval was 16,538,750 Shares. This represented approximately 10% of the number of Shares on issue as at the date of the Previous Approval (which was 165,387,504).
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(ii) The Placement Shares were issued to sophisticated and professional investors introduced by Oracle Capital Group Pty Ltd (the Lead Manager to the Placement), the allottees being determined in consultation with the Directors. None of the subscribers were a related party of the Company or an associate of any of them, or a party to whom an issue of equity securities requires Shareholder approval under ASX Listing Rule 10.11. None of the allottees were a person whose identity would be deemed to be material in terms of the criteria in ASX Listing Rules Guidance Note 21 (being members of Key Management Personnel, Company advisers, substantial shareholders, or associates of any of these parties, who were issued a number of shares equal to or greater than 1% of the Company’s issued capital at the time.
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(iii) The Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
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(iv) The Placement Shares were issued at an issue price of $0.03 each, which represented a discount of approximately 21% to the latest trading price on $0.038 on 14 May 2025 (being the latest trading day before the trading halt preceding the announcement of the Placement). (That issue price was greater than 75% of the 15 day VWAP at the time of the agreement to issue the Placement Shares (being $0.027), in compliance with the requirements of Listing Rule 7.1A.3 and the terms of the approval of the previous Additional Issuance Capacity given at the 2024 AGM.)
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(v) The Company received total cash consideration of $496,162.50 (before costs of the offer) from the issue of that portion of the Placement Shares issued using the Additional Issuance Capacity, which it is using to provide capital for the following purposes:
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(A) Advancing the Company’s Bull Run Project in Oregon, USA; and
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(B) general working capital and offer costs.
As at the Disclosure Date, approximately $496,162.50 of this amount has been spent, mainly on the costs of the offer and exploration activities. The remainder of the cash consideration raised remains to be spent.
4.3 Voting exclusion
At the time of dispatching this Notice, the Company is not proposing to make an issue of Equity Securities under the Additional Issuance Capacity, and a voting exclusion statement is therefore not included in this Notice.
Glossary
$ means Australian dollars.
Additional Issuance Capacity has the meaning in Section 4.1.
Annual General Meeting or Meeting means the meeting convened by the Notice.
Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2025.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Auditor's Report means the auditor's report on the Financial Report.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Codrus Resources Limited (ACN 600 818 157).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Disclosure Date means 30 September 2025.
Explanatory Statement means the explanatory statement accompanying the Notice.
Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether
executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Remuneration Report means the remuneration report set out in the Director’s Report.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
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Codrus Minerals Limited | ABN 17 600 818 157
Your proxy voting instruction must be received by 10:00am (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
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Codrus Minerals Limited, to be held at 10:00am (AWST) on Thursday, 20 November 2025 at Level 2, 16 Altona Street West Perth WA 6005 hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|
| 1 Adoption of Remuneration Report |
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| 2 Re-Election of Director - Greg Bandy |
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| 3 Approval of 10% Placement Capacity |
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| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on | a show of | hands or on | |
| a poll and your votes will not be counted in computing the required majority on a poll. |
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
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| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
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| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |