Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CORAZON MINING LIMITED Proxy Solicitation & Information Statement 2026

Jan 22, 2026

64747_rns_2026-01-22_feb3e6f5-3c5e-459f-8706-27bbe32259ae.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

CORAZON MINING LIMITED ACN 112 898 825 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (AWST) DATE : 23 February 2026 PLACE : Steinepreis Paganin QV1 Level 14, 250 St Georges Terrace PERTH WA 6000

The business of the Meeting affects your shareholding and your vote is important.

This Notice 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 4:00PM (AWST) on 21 February 2026.

B U S I N ES S OF TH E M EE T I N G

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,433,798 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1A WHERE THERE IS A SPLIT ISSUE UNDER LISTING RULES 7.1 AND 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,066,202 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS TO EUROZ HARTLEYS LTD

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 1,500,000 Broker Options to Euroz Hartleys Ltd on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO KRISTIE YOUNG UNDER PLACEMENT

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 166,667 Shares to Kristie Young (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES TO SIMON COYLE UNDER PLACEMENT

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 333,333 Shares to Simon Coyle (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2

2519-05/3881771_2

6. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO MARPUTU ABORIGINAL CORPORATION

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 500,000 Shares to Marputu Aboriginal Corporation on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

Dated: 14 January 2026

3

2519-05/3881771_2

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolutions
1
and
2

Ratification of Prior Issue of
Shares under Listing Rule 7.1
Placement Participants or any other person who participated in the issue or an
associate of that person or those persons.
Resolution 3 – Approval to
Issue Broker Options to Euroz
Hartleys Ltd
Euroz Hartleys Ltd 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).
Resolution 4 - Approval to
Issue Shares to Kristie Young
under the Placement
Kristie Young (or their nominee(s)) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a benefit solely by
reason of being a holder of ordinary securities in the Company) or an associate of
that person or those persons.
Resolution 5 - Approval to
Issue Shares to Simon Coyle
under the Placement
Simon Coyle (or their nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason
of being a holder of ordinary securities in the Company) or an associate of that
person or those persons.
Resolution 6 – Approval to
Issue
Shares
to
Marputu
Aboriginal Corporation
Marputu Aboriginal Corporation 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:

  • (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.

4

2519-05/3881771_2

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:

  • each Shareholder has a right to appoint a proxy;

  • the proxy need not be a Shareholder of the Company; and

  • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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:

  • if proxy holders vote, they must cast all directed proxies as directed; and

  • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

You may still attend the Meeting and vote in person even if you have lodged appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Automic Group will need to verify your identity. You can register from 9:30am (AWST) on the day of the Meeting.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6166 6361.

5

2519-05/3881771_2

E X PL A N A T O R Y S T A T EM E N T

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.

1. BACKGROUND TO PLACEMENT

1.1 Placement

On 3 December 2025, the Company announced that it has obtained firm commitments from unrelated sophisticated and professional investors ( Placement Participants ) and Directors to subscribe for an aggregate of 12,000,000 Shares via a placement to raise $1,800,000 (before costs) ( Placement ).

On 10 December 2025, the Company issued 11,500,000 Shares to the Placement Participants under the Placement as follows:

  • (a) 6,433,798 Shares were issued under the Company’s existing placement capacity under Listing Rule 7.1 (the ratification of which is the subject of Resolution 1); and

  • (b) 5,066,202 Shares were issued under the Company’s additional placement capacity under Listing Rule 7.1A (the ratification of which is the subject of Resolution 2).

Kristie Young and Simon Coyle ( Participating Directors ) have, subject to obtaining Shareholder approval, agreed to subscribe for an aggregate of 500,000 Shares under the Placement in the following proportions:

(a) Kristie Young (or her nominee(s)) have agreed to subscribe for an aggregate of 166,667 Shares (this being the subject of Resolution 4); and

  • (b) Simon Coyle (or his nominee(s)) has agreed to subscribe for 333,333 Shares (this being the subject of Resolution 5).

1.2 Use of Funds

The Company proposes to use the proceeds of the Placement to accelerate the Company’s strategic WA gold strategy. The proceeds are intended to primarily be applied to:

  • (a) maiden drilling at the Two Pools Feather Cap Gold Project located in Western Australia;

  • (b) assessment and pursuant of project acquisition and consolidation opportunities; and

  • (c) general working capital.

1.3 Lead Manager

The Company has engaged Euroz Hartleys Ltd (AFSL 230052) ( Euroz ) to act as sole lead manager and book runner in connection with the Placement pursuant to an engagement letter ( Engagement Letter ). Pursuant to the Engagement Letter, in consideration for services provided, the Company will:

  • (a) pay Euroz a cash fee of 6% of all funds raised under the Placement; and

  • (b) issue Euroz 1,500,000 unlisted Options exercisable at $0.225 per Option on or before the date which is three years from the date of issue on the terms and conditions stated in Schedule 1 ( Broker Options ).

The issue of Broker Options is subject to Shareholder approval, this being the subject of Resolution 3.

6

2519-05/3881771_2

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE PLACEMENT

2.1 General

These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 11,500,000 Shares issued on 10 December 2025 at an issue price of $0.15 per Share to raise $1,725,000.

6,433,798 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 5,066,202 Shares were issued pursuant to the Company’s additional placement capacity under Listing Rule 7.1A.

2.2 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.

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 this approval at its annual general meeting held on 24 November 2025.

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 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 Rule 7.1 and 7.1A for the 12 month period following the date of the issue.

2.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

2.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If these Resolutions are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

2.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
Professional
and
sophisticated
investors
who
were
identified through a bookbuild process, which involved
Euroz Hartleys Ltd seeking expressions of interest to
participate in the capital raising from non-related parties of
the Company.
The Company confirms that the following Material Persons
were issued more than 1% of the issued capital of the
Company under the Placement:
(a)
ConBrio
Beteiligungen
AG,
a
substantial

7

2519-05/3881771_2

REQUIRED INFORMATION DETAILS
Shareholder
in
the
Company,
was
issued
1,000,000 Shares;
(b)
Mr Darren Carter was issued 1,000,000 Shares;
(c)
Yarraandoo Pty Ltd was issued 1,000,000 Shares;
(d)
Two Tops Pty Ltd was issued 833,327 Shares; and
(e)
Yucaja Pty Ltd was issued 872,223 Shares.
Number and class of
Securities issued
11,500,000 Shares were issued on the following basis:
(a)
6,433,798 Shares were issued under Listing Rule 7.1
(ratification of which is sought under Resolution
1); and
(b)
5,066,202 Shares issued pursuant to Listing Rule
7.1A (ratification of which is sought under
Resolution 2).
Terms of Securities The Shares were fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities were
issued
10 December 2025.
Price or other
consideration the
Company received for
the Securities
$0.15 per Share for Shares issued pursuant to Listing Rule 7.1
and Listing Rule 7.1A.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of
funds.
Summary of material
terms of agreement to
issue
The Shares were not issued pursuant to an agreement.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rules 7.1 and 7.1A.

3. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS TO EUROZ HARLTEYS LTD

3.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 1,500,000 Broker Options in consideration for lead managerial and book runner services provided by Euroz in connection with the Placement.

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

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.

3.2 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

8

2519-05/3881771_2

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.

3.3 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
Euroz (or its nominee(s)).
Number of Securities and
class to be issued
1,500,000 Broker Options will be issued.
Terms of Securities The Options will be issued on the terms and conditions set
out in Schedule 1.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Securities within 5
Business Days of the Meeting. In any event, the Company
will not issue any Securities 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 Securities will be issued at a nil issue price, in
consideration
for
lead
managerial
and
bookrunner
services provided by Euroz,
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 Lead Manager Mandate.
Summary of material
terms of agreement to
issue
The Securities are being issued under the Lead Manager
Mandate, a summary of the material terms of which is set
out in Section 1.3.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.

4. RESOLUTIONS 4 AND 5 – APPROVAL TO ISSUE SECURITIES TO RELATED PARTIES TO ENABLE THEIR PARTICIPATION IN THE PLACEMENT

4.1 General

Resolutions 4 and 5 seek Shareholder approval for the purposes Listing Rule 10.11 for the issue of an aggregate of 500,000 Shares to Kristie Young and Simon Coyle (or their nominee(s)) on the terms and conditions set out below to enable the Directors to participate in the Company’s capital raising activities on the same terms as unrelated participants.

Further details in respect of the intended participation of the Directors are set out in the table below.

RECIPIENT RESOLUTION PARTICIPATION PARTICIPATION
SHARES FUNDS RAISED
Kristie Young 4 166,667 $25,000
Simon Coyle 5 333,333 $50,000

9

2519-05/3881771_2

Total 500,000 $75,000

4.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

  • (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

  • (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue constitutes giving a financial benefit and Kristie Young and Simon Coyle related parties of the Company by virtue of being Directors.

The Directors (other than Scott Williamson who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to Kristie Young and Simon Coyle (or their nominee(s)) on the same terms as Securities issued to non-related party participants in the capital raising and as such the giving of the financial benefit is on arm’s length terms.

4.3

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

  • 10.11.1 a related party;

  • 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

  • 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

  • 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

  • 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If these Resolutions are not passed, the Company will not be able to proceed with the issue and the Company will not raise a further $75,000 under the capital raising.

  • 4.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

REQUIRED INFORMATION DETAILS

10

2519-05/3881771_2

REQUIRED INFORMATION DETAILS DETAILS DETAILS DETAILS DETAILS DETAILS
Name of the persons to
whom Securities will be
issued
The proposed recipients of the Securities are set out in
Section 4.1 above.
Categorisation under
Listing Rule 10.11
Each of the proposed recipients falls within the category
set out in Listing Rule 10.11.1 as they are a related party of
the Company by virtue of being a Director.
Any nominee(s) of the proposed recipients who receive
Securities may constitute ‘associates’ for the purposes of
Listing Rule 10.11.4.
Number of Securities and
class to be issued
The maximum number of Securities to be issued (being the
nature of the financial benefit proposed to be given) and
the allocation between the recipients is set out in the table
included at Section 4.1 above.
Terms of Securities The Shares will be fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Securities within 5
Business Days of the Meeting. In any event, the Company
will not issue any Securities later than one month after the
date of the Meeting (or such later date to the extent
permitted by any ASX waiver or modification of the Listing
Rules).
Price or other
consideration the
Company will receive for
the Securities
$0.15 per Share.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.2 for details of the proposed use of
funds.
Consideration of type
and quantum of Security
to be issued
The Participating Directors are seeking to participate in the
capital raising on the same terms as the institutional,
professional and sophisticated investors who took part in
the Placement.
It is not considered that there are any significant
opportunity costs to the Company or benefits foregone by
the Company in issuing the Shares on the terms proposed.
Summary of material
terms of agreement to
issue
The Shares are not being issued under an agreement.
Interest in Securities The relevant interests of the proposed recipients in
Securities as at the date of this Notice and following
completion of the issue are set out below:
As at the date of this Notice
RECIPIENT
SHARES1
OPTIONS
PERFORMANCE
RIGHTS
UNDILUTED
FULLY
DILUTED
Kristie Young3
244,580
2,000,0002Nil
0.39%
2.15%
Simon Coyle4
228,976
6,000,0002Nil
0.37%
5.96%
SHARES1 OPTIONS PERFORMANCE UNDILUTED FULLY
RIGHTS DILUTED
244,580 2,000,0002 Nil 0.39% 2.15%
228,976 6,000,0002 Nil 0.37% 5.96%

11

2519-05/3881771_2

REQUIRED INFORMATION DETAILS
Post issue
RECIPIENT SHARES1 OPTIONS PERFORMANCE
RIGHTS
Kristie Young 411,247 2,000,0002 Nil
Simon Coyle 278,976 6,000,0002 Nil
Dilution If the Securities issued under these Resolutions are
exercised, a total of 500,000 Shares would be issued. This
will increase the number of Shares on issue from 69,662,023
(being the total number of Shares on issue as at the date
of this Notice) to 70,162,023 (assuming that no Shares are
issued and no other convertible securities vest or are
exercised) with the effect that the shareholding of existing
Shareholders would be diluted by an aggregate of 0.71%,
comprising 0.24% by Kristie Young and 0.48% by Simon
Coyle.
Trading history The trading history of the Shares on ASX in the 12 months
before the date of this Notice is set out below:
PRICE
DATE
Highest
$0.295
17 October 2025
Lowest
$0.05
(Consolidated
basis
26
May
2025 - 29 May
2025, 2 June 2025
- 5 June 2025, 23
June 2025 - 25
June 2025 and 27
June 2025 - 30
June 2025
Last
$0.145
13 January 2026
PRICE DATE
Highest $0.295 17 October 2025
Lowest $0.05 (Consolidated
basis
26
May
2025 - 29 May
2025, 2 June 2025
- 5 June 2025, 23
June 2025 - 25
June 2025 and 27
June 2025 - 30
June 2025
Last $0.145 13 January 2026
Other information The Board is not aware of any other
reasonably required by Shareholders
decide whether it is in the best interests
pass these Resolutions.
information that is
to allow them to
of the Company to
Voting exclusion
statements
Voting exclusion statements apply to these Resolutions.
Voting prohibition
statements
Voting prohibition statements apply to these Resolutions.

5. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO MARPUTU ABORIGINAL CORPORATION

5.1 Background to Land Access Agreement

The Company has entered into a land access agreement with Marputu Aboriginal Corporation RNTBC ( Marputu ) ( Land Access Agreement ). Marputu is an incorporated body under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth). It is a

12

2519-05/3881771_2

Registered Native Title Body Corporate that holds in trust the Gingirana Native Title Holders’ native title rights and interests in the land in the Determination Area.

The Company has applied for certain licences ( Applications ) for the purpose of conducting mineral exploration and prospecting activities within the E52/4460, E52/4468 and E52/4521 tenements ( Licence Area ).

Under the Land Access Agreement, Marputu has agreed to:

  • (a) allow the Company and its personnel to access the Licence Areas;

  • (b) grant or transfer the licences in the Applications to the Company ( Licences ); and

  • (c) allow the activities contemplated by the Applications to occur on the Licence Area.

In consideration for granting the Licences and access to the Licence Area, the Company has agreed to issue of 500,000 Shares to Marputu (or its nominee) before 31 January 2026, with each Share having a deemed issue price equal to the 20-day volume weighted average price ( VWAP ) of the Shares immediately preceding the date of issue. These Shares will be subject to voluntary escrow for a period of two years from their date of issue.

5.2 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 500,000 Shares in consideration for Marputu granting land access under the Land Access Agreement.

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

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.

5.3

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 will, subject to renegotiating the Land Access Agreement, will contravene the compensation terms of this agreement.

5.4

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
Marputu Aboriginal Corporation (or its nominee(s)).
Number of Securities and
class to be issued
500,000 Shares will be issued.
Terms of Securities The Shares will be fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities will be
The Company expects to issue the Shares within 5 Business
Days of the Meeting. In anyevent,the Companywill issue

13

2519-05/3881771_2

REQUIRED INFORMATION DETAILS
issued the Securities prior to 31 January 2026 to comply with the
provisions of the Land Access Agreement.
Price or other
consideration the
Company will receive for
the Securities
The Shares will be issued at a deemed issue price equal to
the 20-day VWAP of the Shares immediately preceding the
date of issue, in consideration for Marputu granting the
Licence and access to the Licence Area.
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 Land Access Agreement.
Summary of material
terms of agreement to
issue
The Shares are being issued under the Land Access
Agreement, a summary of the material terms of which is set
out in Section 5.1.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.

14

2519-05/3881771_2

G L O S S AR Y

$ means Australian dollars.

Applications means the Company’s applications for exploration, prospecting, reversion or retention licences under the Mining Act 1978 (WA) in connection to the Licence Area.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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:

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependent of the member or the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Corazon Mining limited (ACN 112 898 825).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Determination Area has the meaning given in the determination of native title by Justice Barker in the Federal Court of Australia on 7 December 2017 in the matter of Atkins on behalf of the Gingirana People v State of Western Australia [2017] FCA 1465 and having Federal Court number WAD 6002 of 2003.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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.

Licence means the licence granted by Marputu to the Company under the Land Access Agreement to do the activities contemplated within the Applications in the Licence Area.

Licence Area means the area which comprises of E52/4460, E52/4468 and E52/4521.

Listing Rules means the Listing Rules of ASX.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Marputu means Marputu Aboriginal Corporation, a Registered Native Title Body Corporate.

Meeting means the meeting convened by the Notice.

15

2519-05/3881771_2

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.

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.

Section means a section of the Explanatory Statement.

Security means a Share, Option of Performance Right (as applicable).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

VWAP means volume weighted average price.

WST means Western Standard Time as observed in Perth, Western Australia.

16

2519-05/3881771_2

S C H E DU L E 1 – TE R MS A N D C O N D IT I O N S O F B R OK ER O PT I O N S

1. Entitlement Each Option entitles the holder to subscribe for one Share upon
exercise of the Option.
2. Exercise Price Subject to paragraph 10, the amount payable upon exercise of each
Option will be $0.225 (Exercise Price), in addition to a nominal
application price of $0.00001 per Option.
3. Expiry Date Each Option will expire at 5:00 pm (AWST) on the date that is three (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:
(a)
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;
(b)
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
(c)
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(b) 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 ListingRules applicable to a reorganisation of capital at the time

17

2519-05/3881771_2

of the reorganisation.
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.

18

2519-05/3881771_2