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CYPRIUM METALS LIMITED — Proxy Solicitation & Information Statement 2026
Feb 5, 2026
64744_rns_2026-02-05_c1c809d4-1e1c-4c47-a318-71b94ef4635c.pdf
Proxy Solicitation & Information Statement
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ASX: CYM | 6 FEBRUARY 2026
NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING AND RELATED DOCUMENTS
Cyprium Metals Limited ( ASX: CYM / OTCQB: CYPMF ) ( Cyprium or the Company ) attaches the following documents in relation to the Extraordinary General Meeting to be held on Monday, 9 March 2026 ( EGM ).
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Letter to Shareholders in relation to the EGM;
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Notice of EGM; and
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Proxy Form.
The Company advises that the Letter to Shareholders, Notice of EGM and Proxy Form is being dispatched today to Shareholders.
This ASX announcement was authorised by the Board of Cyprium Metals Limited.
For Enquiries:
Angus Miles | VP – Corporate Development and Investor Relations +61 8 6374 1550
Chris Lim | External Media Relations Advisor +61 493 392 001
Follow Cyprium Metals:
Subscribe to Email alerts https://cypriummetals.com/contact-us/subscribe-to-email-alerts/ LinkedIn https://www.linkedin.com/company/cyprium-metals/ X https://x.com/CypriumMetals
ASX: CYM | 6 FEBRUARY 2026
CYPRIUM METALS LIMITED – EXTRAORDINARY GENERAL MEETING
LETTER TO SHAREHOLDERS AND PROXY FORM
Dear Shareholder
Cyprium Metals Limited (ASX: CYM) ( Cyprium or the Company ) advises that an Extraordinary General Meeting of Shareholders will be held on Monday, 9 March 2026 at 11:00am (AWST) at Vibe Hotel, 9 Alvan Street, Subiaco WA 6008 ( EGM or the Meeting ).
In accordance with Part 1.2AA of the Corporations Act 2001 , the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://cypriummetals.com/investor-centre/. Alternatively, the Notice will also be available on the Company’s ASX market announcements page (ASX:CYM).
This Notice is given based on circumstances as at the date of this letter. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://cypriummetals.com/investor-centre/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.
Your vote is important
The business of the Meeting affects your shareholding and your vote is important. To vote in person, please pre-register in advance for the physical meeting by contacting the Company Secretary at [email protected].
All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting. Shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:
| Online | Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: • Login to the Automic website using the holding details as shown on the Proxy Form. • Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the ProxyForm. |
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| By post | Completing the enclosed Proxy Form and posting it to: Automic,GPO Box 5193,SydneyNSW 2001 |
| By hand | Completing the enclosed Proxy Form and delivering it by hand to: Automic,Level 5,126 PhillipStreet,SydneyNSW 2000 |
| By email | Completing the enclosed Proxy Form and emailing it to: [email protected] |
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
The Chair intends to vote all open proxies in favour of all resolutions, where permitted .
On behalf of the Board, thank you for your continued support as a shareholder. We look forward to welcoming you to our EGM on Monday, 9 March 2026.
Yours faithfully,
David Hwang Company Secretary
For Enquiries:
Angus Miles | VP – Corporate Development and Investor Relations +61 8 6374 1550
Chris Lim | External Media Relations Advisor +61 493 392 001
Follow Cyprium Metals:
Subscribe to Email alerts https://cypriummetals.com/contact-us/subscribe-to-email-alerts/ LinkedIn https://www.linkedin.com/company/cyprium-metals/ X https://x.com/CypriumMetals
Not an offer of securities
This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
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ASX: CYM | 4
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Near-term Producer Fast-track restart with low capex and near-term cash
Advantage Tier-one copper assets in Western Australia with existing
Exploration Highly prospective copper targets at Paterson and Cue
CYPRIUM METALS LIMITED ACN 002 678 640
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 11:00am (AWST) DATE : Monday, 9 March 2026 PLACE : Vibe Hotel 9 Alvan St, Subiaco WA 6008
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 11:00am AWST on Saturday, 7 March 2026.
BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES IN TRANCHE 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 allotment and prior issue of 68,553,846 Placement Shares (issued on 2 February 2026) and otherwise 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 – APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR J MATTHEW FIFIELD (EXECUTIVE CHAIR) UNDER LISTING RULE 10.11
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 10.11 and for all other purposes, approval is given for the Company to issue up to 192,308 Placement Shares to Mr J Matthew Fifield (or his nominees) 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 FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR SCOTT PERRY (NON-EXECUTIVE DIRECTOR) UNDER LISTING RULE 10.11
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 10.11 and for all other purposes, approval is given for the Company to issue up to 48,077 Placement Shares to Mr Scott Perry (or his nominees) 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 FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR GARY COMB (NON-EXECUTIVE DIRECTOR) UNDER LISTING RULE 10.11
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 10.11 and for all other purposes, approval is given for the Company to issue up to 100,000 Placement Shares to Mr Gary Comb (or his nominees) on the terms and conditions set out in the Explanatory Statement”
A voting exclusion statement applies to this Resolution. Please see below.
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5. RESOLUTION 5 – APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR JIM SIMPSON (NON-EXECUTIVE DIRECTOR) UNDER LISTING RULE 10.11
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 10.11 and for all other purposes, approval is given for the Company to issue up to 288,462 Placement Shares to Mr Jim Simpson (or his nominees) on the terms and conditions set out in the Explanatory Statement”
A voting prohibition statement and voting exclusion statement applies to this Resolution. Please see below.
6. RESOLUTION 6 – APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MS AMBER BANFIELD (NON-EXECUTIVE DIRECTOR) UNDER LISTING RULE 10.11
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 up to 48,077 Placement Shares to Ms Amber Banfield (or her nominees) on the terms and conditions set out in the Explanatory Statement”
A voting prohibition statement and voting exclusion statement applies to this Resolution. Please see below.
Dated: 6 February 2026
By order of the Board
David Hwang Company Secretary
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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:
| Resolution 1 – Ratification of prior issue of Placement Shares in Tranche 1 |
A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons. |
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| Resolution 2 – Approval for the issue of Placement Shares in Tranche 2 to Mr J Matthew Fifield (Executive Chair) under Listing Rule 10.11 |
J Matthew Fifield (or his nominees) 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 3 – Approval for the issue of Placement Shares in Tranche 2 to Mr Scott Perry (Non-Executive Director) under Listing Rule 10.11 |
Scott Perry (or his nominees) 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 4 – Approval for the issue of Placement Shares in Tranche 2 to Mr Gary Comb (Non-Executive Director) under Listing Rule 10.11 |
Gary Comb (or his nominees) 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 for the issue of Placement Shares in Tranche 2 to Mr Jim Simpson (Non- Executive Director) under Listing Rule 10.11 |
Jim Simpson (or his nominees) 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 for the issue of Placement Shares in Tranche 2 to Ms Amber Banfield (Non- Executive Director) under Listing Rule 10.11 |
Amber Banfield (or her nominees) 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. |
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However, this does not apply to a vote cast in favour of the Resolution by:
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(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
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(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
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(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:
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(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
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(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting by proxy
To vote by proxy, please complete 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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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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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 member 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:
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if proxy holders vote, they must cast all directed proxies as directed; and
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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.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6374 1550.
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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.
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SECURITIES IN TRANCHE 1
1.1 Overview of the Placement
On 23 January 2026, the Company announced that it had successfully raised A$36 million (before costs) via a two-tranche placement of fully paid ordinary shares in the Company at an issue price of A$0.52 ( Placement Shares ) to new and existing institutional and sophisticated investors ( Placement ).
The Company raised approximately A$35.6 million in the first tranche of the Placement which completed on 2 February 2026 ( Tranche 1 ) via the issue of 68,553,846 Placement Shares in reliance on Listing Rule 7.1.
The proposed issue of Placement Share in the second tranche of the Placement is subject to obtaining Shareholder approval, which is being sought under this Notice of Meeting.
Subject to the approval of Shareholders, the Company will issue Placement Shares to each Director to raise approximately A$0.4 million under Tranche 2.
In addition, the Company announced a fully-underwritten, 1 for 58 nonrenounceable entitlement offer to raise approximately A$5 million (before costs) on the same terms as the Placement ( Entitlement Offer ). The Entitlement Offer will result in the issue of 9,667,418 New Shares (subject to rounding).
1.2 Listing Rule 7.1
Shareholder approval is being sought under Resolution 1 to approve and ratify the prior issue and allotment of 68,553,846 Placement Shares under Listing Rule 7.1.
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
The issue of Placement Shares in Tranche 1 did not fit within any of the exceptions (to ASX Listing Rule 7.1) and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Tranche 1 issue date.
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 Listing Rule 7.1.
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The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of Placement Shares for the purposes of Listing Rule 7.4.
If Resolution 1 is passed, the issue of Placement Shares in Tranche 1 will be excluded in calculating the Company’s 15% capacity to issue equity securities under ASX Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.
If Resolution 1 is not passed, the issue of Placement Shares in Tranche 1 will be included in calculating the Company’s 15% capacity to issue equity securities under ASX Listing Rules 7.1 over the 12 month period following the Issue Date.
1.3 Information required by ASX Listing Rule 7.5
The following information is provided to Shareholders for the purposes of Listing Rule 7.5.
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(a) The Placement Shares were issued under Tranche 1 to institutional and other sophisticated investors. The recipients of Placement Shares were identified on the basis that they were introduced to the Company via existing relationships with the Joint Lead Managers or had an existing relationship with the Company via prior participation in a capital raising. In accordance with ASX Guidance Note 21, the Company confirms that Flat Footed LLC, Tribeca Investment Partners Pty Ltd and Paradice Investment Management Pty Ltd was a substantial shareholder of the Company who was issued more than 1% of the Company’s issued capital. Other than above, the Company confirms that no other Tranche 1 investors were:
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(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
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(ii) issued more than 1% of the issued capital of the Company.
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(b) The Company issued 68,553,846 Placement Shares under ASX Listing Rule 7.1.
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(c) The Placement Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
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(d) The Placement Shares under Tranche 1 were issued on 2 February 2026.
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(e) Each of the Placement Shares was issued at an issue price of A$0.52 per Placement Share.
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(f) Funds raised will be used to execute exploration at regional prospects and accelerate studies and early works with respect to future production growth initiatives leveraging the Company’s extensive asset base in the Paterson Province, and for general working capital purposes.
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(g)
A voting exclusion statement is included in this Notice of Meeting.
1.4 Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 1.
2. RESOLUTIONS 2 TO 6 – APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO DIRECTORS (OR THEIR NOMINEES) UNDER LISTING RULE 10.11
2.1 General
As announced by the Company on 23 February 2026, the Directors (or their nominees), subject to Shareholder approval being obtained, has agreed to participate in the Placement under Tranche 2 in the aggregate amount of approximately A$0.4 million.
Resolutions 2 to 6 seek Shareholder approval for the Director participation in the Placement as follows:
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(a) Resolution 2: Mr J Matthew Fifield, Executive Chairman (or his nominees) for A$100,000.16, being 192,308 Placement Shares;
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(b) Resolution 3: Mr Scott Perry, Non-Executive Director (or his nominees) for A$25,000.04, being 48,077 Placement Shares;
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(c) Resolution 4: Mr Gary Comb, Non-Executive Director (or his nominees) for A$52,000, being 100,000 Placement Shares;
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(d) Resolution 5: Mr Jim Simpson, Non-Executive Director (or his nominees) for A$150,000.24, being 288,462 Placement Shares; and
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(e) Resolution 6: Ms Amber Banfield, Non-Executive Director (or her nominees) for A$25,000.04, being 48,077 Placement Shares.
2.2 Chapter 2E of the Corporations Act
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:
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(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
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(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 proposed issue of Placement Shares (which are types of an equity security, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.
A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is
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reasonable grounds to believe will become a “related party” of a public company.
As the Placement Shares are on the same terms as offered to non-related parties under the Placement, the Company relies on the “arm’s length terms” exception as set out in section 210 of the Corporations Act for the purposes of these Resolutions and therefore does not seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act.
2.3 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;
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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;
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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;
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10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
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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 Director participation 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.
Resolutions 2 to 6 seek the required Shareholder approval for the Director participation under and for the purposes of Listing Rule 10.11.
2.4 Technical information required by Listing Rule 14.1A
If Resolutions 2 to 6 are passed, the Company will be able to proceed with the issue of the Placement Shares, which forms part of Tranche 2 of the Placement, within one month after the date of the Meeting.
As approval pursuant to Listing Rule 7.1 is not required as approval is being sought under Listing Rule 10.11, the issue of the Placement Shares under Resolutions 2 to 6 will not use up any of the Company’s 15% annual placement capacity.
If Resolutions 2 to 6 are not passed, the Company will not be able to proceed with the issue of the Placement Shares, which forms part of Tranche 2 of the Placement. If Tranche 2 of the Placement is not completed, this may have significant adverse commercial and financial consequences on the Company which include not raising the full amount under the Placement and therefore potentially limiting the Company’s capacity to undertake all activities outlined in Section 1.3(f).
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2.5 Technical information required by Listing Rule 10.13
Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 2 to 6:
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(a) The recipients are as follows:
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(i) Resolution 2: Mr J Matthew Fifield, Executive Chairman (or his nominees);
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(ii) Resolution 3: Mr Scott Perry, Non-Executive Director (or his nominees);
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(iii) Resolution 4: Mr Gary Comb, Non-Executive Director (or his nominees);
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(iv) Resolution 5: Mr Jim Simpson, Non-Executive Director (or his nominees); and
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(v) Resolution 6: Ms Amber Banfield, Non-Executive Director (or her nominees).
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(b) Each of Messrs Fifield, Perry, Comb, Simpson and Ms Banfield satisfy Listing Rule 10.11.1 as they are current Directors of the Company, therefore, related parties.
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(c) The number of Securities to be issued are as follows:
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(i) Resolution 2: 192,308 Placement Shares to Mr Fifield (or his nominees);
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(ii) Resolution 3: 48,077 Placement Shares to Mr Perry (or his nominees);
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(iii) Resolution 4: 100,000 Placement Shares to Mr Comb (or his nominees);
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(iv) Resolution 5: 288,462 Placement Shares to Mr Simpson (or his nominees); and
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(v) Resolution 6: 48,077 Placement Shares to Ms Banfield (or her nominees).
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(d) The Placement Shares will be fully paid ordinary shares in the capital of the Company and be issued on the same terms and conditions as the Company’s existing fully paid ordinary shares.
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(e) The Placement Shares will be issued no later than 1 month after the date of the Meeting.
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(f) The Placement Shares will be issued at an issue price of A$0.52 per Share.
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(g) The purpose of the issue of Placement Shares is to raise capital and complete Tranche 2 of the Placement. The funds raised will be put towards the activities set out in Section 1.3(f).
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(h) The proposed issue of Placement Shares to Messrs Fifield, Perry, Comb, Simpson and Ms Banfield (or their nominees) is not intended to remunerate or incentivise the Directors. The purpose was to raise capital on the same terms as non-related parties under the Placement.
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(i) Other than as disclosed in these Resolutions, there are no other material terms of the agreement between the Company and investors (including the Directors) with respect to the issue of the Placement Shares.
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Enquiries
Shareholders are asked to contact the Company Secretary on +61 8 6374 1550 if they have any queries in respect of the matters set out in these documents.
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GLOSSARY
$ means Australian dollars.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
AWST means Australian Western Standard Time as observed in Perth, Western Australia.
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.
Company means Cyprium Metals Limited ACN 002 678 640.
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Extraordinary General Meeting or Meeting means the meeting convened by the Notice.
Joint Lead Managers means, collectively, Canaccord Genuity (Australia) Limited and Euroz Hartleys Limited.
Listing Rules means the Listing Rules of ASX.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Ordinary Resolution means a resolution that can only be passed is at least 50% of the total votes cast by Shareholders entitled to vote on the Resolution are voted in favour at the Meeting.
Placement means the two-tranche placement to raise up to A$36 million as announced by the Company on 23 January 2026.
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.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
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Cyprium Metals Limited | ABN 48 002 678 640
Your proxy voting instruction must be received by 11:00am (AWST) on Saturday, 07 March 2026 , 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 | |
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| 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 Extraordinary General Meeting of Cyprium Metals Limited, to be held at 11:00am (AWST) on Monday, 09 March 2026 at Vibe Hotel, 9 Alvan St, Subiaco WA 6008 hereby: Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: 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. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
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STEP 2 - Your voting direction
| Resolutions | Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|---|
| 1 | RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES IN TRANCHE 1 | |||
| 2 | APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR J MATTHEW FIFIELD (EXECUTIVE | |||
| CHAIR) UNDER LISTING RULE 10.11 | ||||
| 3 | APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR SCOTT PERRY (NON-EXECUTIVE | |||
| DIRECTOR) UNDER LISTING RULE 10.11 | ||||
| 4 | APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR GARY COMB (NON-EXECUTIVE | |||
| DIRECTOR) UNDER LISTING RULE 10.11 | ||||
| 5 | APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MR JIM SIMPSON (NON-EXECUTIVE | |||
| DIRECTOR) UNDER LISTING RULE 10.11 | ||||
| 6 | APPROVAL FOR THE ISSUE OF PLACEMENT SHARES IN TRANCHE 2 TO MS AMBER BANFIELD (NON- | |||
| EXECUTIVE DIRECTOR) UNDER LISTING RULE 10.11 | ||||
| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not | ||||
| be counted in computing the required majority on a poll. |
| STEP 3 | STEP 3 | STEP 3 | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | |||||||||||||||||||||||||||
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| Individual | or Securityholder 1 | Securityholder 2 | Securityholder 3 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | ||||||||||||||||||||||||||||||||||||||||||||||||
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| 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). |