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DRAGON MOUNTAIN GOLD LIMITED — Proxy Solicitation & Information Statement 2026
Jan 27, 2026
64778_rns_2026-01-27_6a6b9eed-fe0c-4147-9ff5-4ab03f506209.pdf
Proxy Solicitation & Information Statement
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DRAGON MOUNTAIN GOLD LIMITED
ACN 111 005 282
NOTICE OF GENERAL MEETING
TIME : 9:00AM (AWST) DATE : 4 March 2026 PLACE : Level 8, 99 St Georges Terrace, Perth WA 6000
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I M P O R T A N T IN F O R M A TI O N
TIME AND PLACE OF MEETING
Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:00am (AWST) on 4 March 2026 at Level 8, 99 St Georges Terrace, Perth WA 6000.
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding, and your vote is important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 4:00pm (AWST) on 2 March 2026.
VOTING IN PERSON
To vote in person, attend the Meeting at the time, date and place set out above.
VOTING BY PROXY
The Company encourages all Shareholders to submit a proxy vote ahead of the Meeting.
To vote by proxy, please complete and sign the enclosed Proxy Form and return it by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, members are advised that:
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each member has a right to appoint a proxy;
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the proxy need not be a member of the Company; and
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a member 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.
Sections 250BB and 250BC of the Corporations Act provide that the chair of a general meeting can vote undirected proxies in a shareholder vote on the remuneration report where the shareholder provides express authorisation.
A body corporate appointed as a member's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the General Meeting. The appointment of the representative must comply with the requirements under Section 250D of the Corporations Act. The representative will need to provide evidence of appointment as corporate representative to the company's Share Registry prior to the General Meeting / by emailing evidence of appointment to [email protected] , including any authority under which the appointment is signed, unless such evidence has previously been given to the Company.
Further details are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :
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the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
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if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
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if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
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the appointed proxy is not the chair of the meeting;
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
- the proxy is not recorded as attending the meeting; or
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o the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
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B U S I N E S S O F TH E M E E T I N G
AGENDA
1. RESOLUTION 1 – CHANGE OF COMPANY NAME
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Everflow Resources Ltd.”
DATED: 28 JANUARY 2026
BY ORDER OF THE BOARD
Nicholas Ong Company Secretary
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E X P L A N A T O R Y S T A TE M 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 which are the subject of the business of the Meeting.
1. RESOLUTION 1 – CHANGE OF COMPANY NAME
Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.
This Resolution seeks the approval of Shareholders for the Company to change its name to “Everflow Resources Limited”.
The Board proposes this change of name to reflect a longer-term view on its operations of the Company, following recent changes to the Board.
The proposed name has been reserved by the Company with ASIC and if this Resolution is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change. If this Resolution is passed the change of name will take effect when ASIC alters the details of the Company’s registration.
The Company also proposes to change its ASX ticker code from “DMG” to “EFR” to reflect the name change. The Company has reserved the “EFR” ticker code with ASX.
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G L O S S A R Y
$ means Australian dollars.
General Meeting or Meeting means the meeting convened by this Notice.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, 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.
Company means Dragon Mountain Gold Limited (ACN 111 005 282).
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.
Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.
Participant means an eligible participant under the rules of the Plan who has been granted any Security under the Plan.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
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Need assistance?
Phone:
1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
ABN 82 111 005 282
Online:
www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 9:00AM (AWST) on Monday, 2 March 2026.
Proxy Form
How to Vote on Items of Business
Lodge your Proxy Form:
All your securities will be voted in accordance with your directions.
Online:
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
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Control Number: 138580
SRN/HIN:
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
323696_0_COSMOS_Sample_Proxy/000001/000001/i
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.
Proxy Form
Please mark to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Dragon Mountain Gold Limited hereby appoint the Chair OR of the Meeting
PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Dragon Mountain Gold Limited to be held at Level 8, 99 St Georges Terrace, Perth WA 6000 on Wednesday, 4 March 2026 at 9:00AM (AWST) and at any adjournment or postponement of that meeting.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
For Against Abstain
Resolution 1 Change of Company Name
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
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----- Start of picture text ----- Step 3 Signature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3 / /Sole Director & Sole Company Secretary Director Director/Company Secretary DateUpdate your communication details (Optional) By providing your email address, you consent to receive future NoticeMobile Number Email Address of Meeting & Proxy communications electronically----- End of picture text -----
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