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FORRESTANIA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2026
Feb 22, 2026
64945_rns_2026-02-22_123fc5aa-a371-4e5c-ba5e-34dce7110e92.pdf
Proxy Solicitation & Information Statement
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FORRESTANIA RESOURCES LIMITED ACN 647 899 698 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 10:00am (AWST) DATE : 27 March 2026 PLACE : Level 14, QV1 Building 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 25 March 2026.
B U S I N E S S OF TH E M E E T I N G
AGENDA
1. RESOLUTION 1 – APPROVAL TO ISSUE CONSIDERATION SHARES TO KGD OPTIONHOLDERS
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 1,767,778 Shares to KGD Optionholders (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF ATTACHING OPTIONS
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 15,584,252 Options to the Capital Raising Participants (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF MANTIS RESOURCES PTY 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 such number of Shares equal to $235,000 to the Mantis Vendors (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL TO ISSUE INITIAL CONSIDERATION SHARES IN CONSIDERATION FOR THE ACQUISITION OF THE GIBRALTAR PROJECT
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 such number of Shares equal to $2,500,000 to the Gibraltar Vendors (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE ADDITIONAL CONSIDERATION SHARES IN CONSIDERATION FOR THE ACQUISITION OF THE GIBRALTAR PROJECT
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 such number of Shares equal to a maximum of $2,700,000 to the Gibraltar Vendors (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – RATIFICATION OF SHARES ISSUED TO OUTBACK MINERALS PTY 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 7.4 and for all other purposes, Shareholders ratify the issue of up to 5,500,000 Shares to Outback Minerals (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
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7. RESOLUTION 7 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF AURUMIN MT PALMER PTY 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 37,894,737 Shares to Newcam (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF AURUMIN JOHNSON RANGE PTY LTD AND AURUMIN MT DIMER PTY 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 12,968,422 Shares to Newcam (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF MACPHERSONS REWARD PTY 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 36,000,000 Shares to Beacon (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
10. RESOLUTION 10 – APPROVAL TO ISSUE SHARES TO DAVID GERAGHTY IN LIEU OF SALARY
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 to Mr David Geraghty (or his nominee(s)) up to that number of Shares which, when multiplied by the deemed issue price, will equal $131,241.95 on the terms and conditions set out in the Explanatory Statement.”
11. RESOLUTION 11 – APPROVAL TO ISSUE SHARES TO BRETT HODGINS IN LIEU OF SALARY
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 to Mr Brett Hodgins (or his nominee(s)) up to that number of Shares which, when multiplied by the deemed issue price, will equal $46,785.81 on the terms and conditions set out in the Explanatory Statement.”
12. RESOLUTION 12 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO BELL POTTER
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 10,000,000 Options to Bell Potter on the terms and conditions set out in the Explanatory Statement.”
Dated: 23 February 2026
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Voting Prohibition Statements
| Resolution 10 – Approval to Issue Shares to David Geraghty in Lieu of Salary |
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
|---|---|
| Resolution 11 – Approval to Issue Shares to Brett Hodgins in Lieu of Salary |
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
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 – Approval to Issue Consideration Shares to KGD Optionholders |
The KGD Optionholders (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
|---|---|
| Resolution 2 – Ratification of Prior Issue of Attaching Options |
The Capital Raising Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 3 – Approval to Issue Shares in Consideration for the Acquisition of Mantis Resources Pty Ltd |
The Mantis Vendors (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 4 – Approval to Issue Initial Consideration Shares in Consideration for the Acquisition of the Gibraltar Project |
The Gibraltar Vendors (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 5 – Approval to Issue Additional Consideration Shares in Consideration for the Acquisition of the Gibraltar Project |
The Gibraltar Vendors (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 6 – Ratification of Shares Issued to Outback Minerals Pty Ltd |
Outback Minerals (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 7 – Approval to Issue Shares in Consideration for the Acquisition of Aurumin Mt Palmer Pty Ltd |
Newcam (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 8 – Approval to Issue Shares in Consideration for the Acquisition of Aurumin Johnson Range Pty Ltd and Aurumin Mt Dimer Pty Ltd |
Newcam (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 9 – Approval to Issue Shares in Consideration for the Acquisition of MacPhersons Reward Pty Ltd |
Beacon (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 10 – Approval to Issue Shares to David Geraghty in Lieu of Salary |
Mr David Geraghty (or his 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 |
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| that person or those persons. | |
|---|---|
| Resolution 11 – Approval to Issue Shares to Brett Hodgins in Lieu of Salary |
Mr Brett Hodgins (or his 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 12 – Ratification of Prior Issue of Options to Bell Potter |
Bell Potter or any other person who participated in the issue or an associate of that person or those persons. |
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.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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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 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:
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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.
You may still attend the Meeting and vote in person even if you have lodged or 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 9:45am 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 6555 2950 or via email at [email protected].
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E X PL A N A T O R Y S T A T E 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.
1. RESOLUTION 1 – APPROVAL TO ISSUE CONSIDERATION SHARES TO KGD OPTIONHOLDERS
1.1 Background
As announced on 14 October 2025, the Company entered into a bid implementation deed ( Bid Implementation Deed ) to acquire all of the fully paid ordinary shares in Kula Gold Limited ( KGD ) that it did not currently own via an off-market takeover bid ( Takeover Bid ).
It was a term of the Bid Implementation Deed that, subject to Shareholder approval, the Company would offer KGD Optionholders an aggregate of 1,767,778 Shares pursuant to the formula provided in the Bid Implementation Deed in consideration for the cancellation of their KGD Options.
1.2 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 1,767,778 Shares in consideration for the cancellation of the KGD Options.
1.3 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 shares it had on issue at the start of that period.
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.
1.4 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. In accordance with the Bid Implementation Deed, the Company will instead have to pay the KGD Optionholders in cash.
1.5 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
The Shares will be issued to the KGD Optionholders. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
1,767,778 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 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 |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| 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 Shares will be issued at a nil issue price, in consideration for the cancellation of the KGD Options held by the KGD Optionholders. |
| 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 Bid Implementation Deed. |
| Summary of material terms of agreement to issue |
The Shares are being issued pursuant to standard cancellation deeds in accordance with the Bid Implementation Deed. The material terms of the Bid Implementation Deed were released to ASX by the Company on 14 October 2025. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF ATTACHING OPTIONS
2.1 Background
On 18 November 2025, the Company announced that it had received binding commitments for a placement of up to 182,857,144 Shares and a share purchase plan ( SPP ) to raise a further $2,000,000 with the ability to accept oversubscriptions ( Capital Raising ). On 19 January 2026, the Company announced that it had upscaled the SPP to raise approximately $5,000,000.
Persons who participated in the Capital Raising ( Capital Raising Participants ) were entitled to receive 1 New Option for every 1.1 Shares they subscribed and were issued under the Capital Raising ( Attaching Options ). The Attaching Options are exercisable at $0.24 on or before the date that is three years from the date of issue.
At the Company’s general meeting held on 12 January 2026, the Company received Shareholder approval to issue up to 176,623,378 Attaching Options to the Capital Raising Participants ( Previous Approval ).
On 5 February 2026, an aggregate of 192,207,630 Attaching Options were issued to the Capital Raising Participants. 176,623,378 Attaching Options were issued pursuant to the Previous Approval. Given the acceptance of oversubscriptions under the SPP, a further 15,584,252 Attaching Options were issued to pursuant to the Company’s Listing Rule 7.1 Capacity.
2.2 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 15,584,252 Attaching Options to the Capital Raising Participants. The Options are exercisable at $0.24 each on or before the date that is three years from the date of issue.
2.3 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 1.3 above.
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 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 date of the issue.
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2.4 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.
2.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, 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 this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
2.6 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 |
The Attaching Options were issued to the Capital Raising Participants. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
15,584,252 Attaching Options were issued. The Attaching Options were issued on the basis of 1 free Attaching Option for every 1.1 Shares subscribed for and issued (rounded down for fractional entitlements). |
| Terms of Securities | The Attaching Options were issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities were issued |
5 February 2026. |
| Price or other consideration the Company received for the Securities |
The Attaching Options were issued for nil consideration as they are free attaching to the Shares issued under the Capital Raising. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
No funds were raised as the Attaching Options are being issued free attaching to the Shares issued under the Capital Raising. |
| Summary of material terms of agreement to issue |
The Attaching Options were issued pursuant to customary placement agreements and acceptance letters between the Company and the Capital Raising Participants. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
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3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF MANTIS RESOURCES PTY LTD
3.1 Background
On or around 12 January 2026, the Company announced that it had entered into an agreement to acquire Mantis Resources Pty Ltd ( Mantis ) from its shareholders ( Mantis Vendors ) ( Mantis Agreement ). Mantis is the holder of two exploration licenses and on exploration licence application adjacent to the Company’s Lake Johnston Project.
Pursuant to the Mantis Agreement, the Company has agreed, subject to Shareholder approval, to issue the Mantis Vendors a total number of Shares equal to $235,000 divided by the 12-day VWAP ending on 1 December 2025.
Completion of the acquisition of Mantis is subject to the satisfaction (or waiver) of the following conditions precedent:
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(a) the completion of financial, legal and technical due diligence by the Company on Mantis and the tenements, to the absolute satisfaction of the Company within 21 days of the execution date of the agreement;
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(b) the Company obtaining Shareholder approval for the issue of the consideration shares to the Mantis Vendors; and
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(c) the Mantis Vendors obtaining a notice from Poseidon Nickel Limited withdrawing from the agreement for farm-in on the Lake Johnston Project between Mantis and Poseidon Nickel Limited dated 19 December 2023.
The Mantis Agreement is otherwise on standard terms and conditions for a share sale agreement.
3.2 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of $235,000 in Shares as consideration for the acquisition of Mantis as set out in Section 3.1.
A worked example of the maximum number of Shares to be issued pursuant to this Resolution is set out in Section 3.5.
A summary of Listing Rule 7.1 is set out in Section 1.3 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.
3.3 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. Accordingly, the Company will not be able to proceed with the acquisition of Mantis which may impact the Company’s ability to execute its strategic vision in relation to the Lake Johnston Project.
- 3.4 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 |
The recipients are the Mantis Vendors. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| identified/selected | |
| Number of Securities and class to be issued |
A number of Shares calculated by dividing $235,000 by the 12- day VWAP of the Company’s Shares ending on 1 December 2025. |
| 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 Shares on completion of the acquisition of Mantis. In any event, the Company will not issue any Shares 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 Shares will be issued at a nil issue price, in consideration for the acquisition of Mantis. |
| 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 Mantis Agreement. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Mantis Agreement, a summary of the material terms of which is set out in Section 3.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
3.5 Maximum Shares to be issued
Set out below is a worked example of the number of Shares that may be issued under Resolution 3 based on an assumed issue prices of $0.28, $0.56 and $0.84 per Share, being the last closing price for Shares recorded immediately before this notice of meeting was dispatched, and 50% increase and 50% decrease to the closing prices which are 50% higher and 50% lower than that price.
| ASSUMED ISSUE PRICE | MAXIMUM NUMBER OF SHARES WHICH MAY BE **ISSUED1 ** |
|---|---|
| $0.28 | 839,286 |
| $0.56 | 419,643 |
| $0.84 | 279,762 |
Notes:
- Rounded to the nearest whole number.
The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued to also differ.
4. BACKGROUND TO RESOLUTIONS 4 AND 5 ACQUISITION OF GIBRALTAR PROJECT
4.1 Background
On or around 16 January 2026, the Company announced that it had entered into an agreement to acquire certain tenements comprising the Gibraltar Project from Christopher Alan De Courcy Ryder and Lloyd George Holdings Pty Ltd ( Gibraltar Vendors ) ( Gibraltar Agreement ).
Pursuant to the Gibraltar Agreement, the Company has agreed to pay/issue the following consideration to the Gibraltar Vendors:
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(a) subject to Shareholder approval (which is sought pursuant to Resolution 4), the number of Shares in the Company equal to $2,500,000 divided by the 5-day VWAP over the five days immediately preceding the execution of the agreement; and
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(b) after the Company has announced a JORC Mineral Resource Estimate of 15,000 ounces of gold (using a cut-off grade of 0.5 g/t) from any one or more of the tenements (including from the existing low-grade stockpiles on the tenements), the amount of $40,000 for each additional 1,000 ounces of JORC Mineral Resource Estimate (up to a total of 150,000 ounces) payable as follows:
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(i) 50% in cash; and
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(ii) Subject to Shareholder approval (which is sought pursuant to Resolution 5), such number of Shares equal to 50% of the amount payable divided by the 5-day VWAP over the 5 days immediately preceding the date of the announcement of the relevant JORC Mineral Resource Estimate by the Company ( Additional Consideration Shares ).
Completion of the Gibraltar Agreement is subject to the satisfaction (or waiver) of the following conditions precedent:
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(a) completion of financial, legal and technical due diligence by the Company on the tenements, to the absolute satisfaction of the Company within 45 days of the execution date of the agreement;
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(b) the Company obtaining Shareholder approval for the issue of the consideration Shares;
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(c) the Company receiving confirmation from ASX that it will not be required to recomply with Chapters 1 and 2 of the ASX Listing Rules (if required);
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(d) the parties obtaining all necessary third-party approvals and consents; and
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(e) the parties entering into all required deeds of assignment and assumption in relation to any applicable third-party agreements over the tenements.
The Company confirms that the Gibraltar Agreement is otherwise on standard terms and conditions for a tenement sale agreement.
5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF THE GIBRALTAR PROJECT
5.1 General
A summary of the acquisition under the Gibraltar Agreement is set out in Section 4.1.
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of $2,500,000 in Shares as consideration under the Gibraltar Agreement as set out in Section 4.1.
A worked example of the maximum number of Shares to be issued pursuant to this Resolution is set out in Section 5.4.
A summary of Listing Rule 7.1 is set out in Section 1.3 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.
5.2 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 securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
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If this Resolution is not passed, the Company will not be able to proceed with the issue. Accordingly, the Company will not be able to proceed with the acquisition of the Gibraltar Project.
5.3 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 |
The Gibraltar Vendors. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
A number of Shares calculated by dividing $2,500,000 by the 5- day VWAP over the five days immediately preceding the execution of the agreement. |
| 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 Shares on completion as contemplated under the Gibraltar Agreement. 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 Shares will be issued at a nil issue price, in consideration for the acquisition of the Gibraltar Project. |
| 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 Gibraltar Agreement. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Gibraltar Agreement, a summary of the material terms of which is set out in Section 4.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
5.4 Maximum Shares to be issued
Set out below is a worked example of the number of Shares that may be issued under Resolution 4 based on an assumed issue prices of $0.28, $0.56 and $0.84 per Share, being the last closing price for Shares recorded immediately before this notice of meeting was dispatched, and 50% increase and 50% decrease to the closing prices which are 50% higher and 50% lower than that price.
| ASSUMED ISSUE PRICE | MAXIMUM NUMBER OF SHARES WHICH MAY BE **ISSUED1 ** |
|---|---|
| $0.28 | 8,928,571 |
| $0.56 | 4,464,286 |
| $0.84 | 2,976,190 |
Notes:
- Rounded to the nearest whole number.
The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued to also differ.
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6. RESOLUTION 5 – APPROVAL TO ISSUE ADDITIONAL CONSIDERATION SHARES IN CONSIDERATION FOR THE ACQUISITION OF THE GIBRALTAR PROJECT
6.1 General
A summary of the acquisition under the Gibraltar Agreement and the Additional Consideration Shares is set out in Section 4.1(b)(ii).
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to $2,700,000 worth of Shares, calculated by dividing up to $2,700,000 by the VWAP of the Company’s Shares over the five days immediately preceding the announcement detailed in Section 4.1(b)(ii) (being the Additional Consideration Shares under the Gibraltar Agreement, as described in Section 4.1(b)(ii)).
A worked example of the maximum number of Shares to be issued pursuant to this Resolution is set out in Section 6.4.
Whilst the Company does not expect to issue the Shares within the 3 months following the date of the meeting, completion of the Gibraltar Agreement is subject to the Company receiving Shareholder approval for the issue of the Additional Consideration Shares as a good faith measure. In the event that the Additional Consideration Shares are not issued within the 3 months following the date of the meeting, the Company confirms that it will re-seek Shareholder approval for the issue of the Additional Consideration Shares.
A summary of Listing Rule 7.1 is set out in Section 1.3 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.
6.2 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 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. Accordingly, the Company will not be able to proceed with the acquisition of the Gibraltar Project.
6.3 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 |
The Gibraltar Vendors. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
A maximum of $2,700,000 worth of Shares will be issued at a deemed issue price being the 5-day VWAPover the five days immediately preceding the announcement detailed in Section 4.1(b)(ii). |
| 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 does not currently expect to issue the Additional Consideration Shares within the three months following the meeting, rather Shareholder approval is being sought as it is a condition for completion of the Gibraltar Agreement. The Companyconfirms that it will not issue anySecurities later |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| 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 Additional Consideration Shares will be issued at a nil issue price, in consideration for the acquisition of the Gibraltar Project. |
| 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 Gibraltar Agreement. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Gibraltar Agreement, a summary of the material terms of which is set out in Section 4.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
6.4 Maximum Shares to be issued
Set out below is a worked example of the number of Shares that may be issued under Resolution 5 based on an assumed issue prices of $0.28, $0.56 and $0.84 per Share, being the last closing price for Shares recorded immediately before this notice of meeting was dispatched, and 50% increase and 50% decrease to the closing prices which are 50% higher and 50% lower than that price.
| JORC MINERAL RESOURCE ESTIMATE |
ASSUMED ISSUE PRICE | MAXIMUM NUMBER OF SHARES **WHICH MAY BE ISSUED1 ** |
|---|---|---|
| 16,000 ounces of gold (at a 0.5g/t cut-off grade) |
$0.28 | 71,429 |
| $0.56 | 35,714 | |
| $0.84 | 23,810 | |
| 83,000 ounces of gold (at a 0.5g/t cut-off grade) |
$0.28 | 4,857,143 |
| $0.56 | 2,428,571 | |
| $0.84 | 1,619,048 | |
| 150,000 ounces of gold (at a 0.5g/t cut-off grade) |
$0.28 | 9,642,857 |
| $0.56 | 4,821,429 | |
| $0.84 | 3,214,286 |
Notes:
- Rounded to the nearest whole number.
The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued to also differ.
7. RESOLUTION 6 – RATIFICATION OF SHARES ISSUED TO OUTBACK MINERALS PTY LTD
7.1 Background
On 2 April 2025 the Company announced that it had varied and exercised an option to purchase four exploration licences from Outback Minerals Pty Ltd (ACN 622 466 906) ( Outback ) that it had entered on or around 16 May 2023 ( Outback Minerals Agreement ). Under the Outback Minerals Agreement, the Company agreed to issue Outback with $100,000 of upfront cash consideration as well as issue Outback $1,100,000 of consideration Shares payable up until May 2026.
In accordance with the Outback Minerals Agreement, the Company will issue Outback up to 5,500,000 Shares prior to the date of the Meeting to satisfy its obligation to issue
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Outback $1,100,000 worth of consideration Shares (at a maximum deemed issue price of $0.20 per share) for which Shareholder ratification is sought under this Resolution.
The Company confirms that the material terms of the Outback Minerals Agreement were disclosed to ASX on 2 April 2025 and 16 May 2023.
7.2 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of up to 5,500,000 Shares to Outback on a date prior to the Meeting as consideration for the acquisition of for exploration licences under the Outback Minerals Agreement.
7.3 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 1.3 above.
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 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 date of the issue.
7.4 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.4 above.
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.
7.5
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, 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 this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
7.6 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 |
The Shares will be issued to Outback Minerals Pty Ltd. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
Up to 5,500,000Shares will be issued prior to the date of the Meeting. |
| Terms of Securities | The Shares are 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. |
The Shares will be issued prior to the date of the Meeting. |
| Price or other consideration the Company received for the Securities |
The Shares will be issued at a nil issue price, in connection with the consideration payable under the Outback Minerals Agreement. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| 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 Outback Minerals Agreement. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Outback Minerals Agreement, the material terms of which were disclosed to ASX in announcements dated 2 April 2025 and 16 May 2023. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
8. BACKGROUND TO RESOLUTIONS 7 AND 8 ACQUISITIONS FROM NEWCAM MINERALS PTY LTD
8.1 Background to the acquisition of Aurumin Mt Palmer
On 2 February 2026, the Company announced that it had entered into a binding heads of agreement to acquire 100% of the issued share capital in Aurumin Mt Palmer Pty Ltd (ACN 610 758 355) ( Aurumin Mt Palmer ) from Newcam Minerals Pty Ltd (ACN 627 911 997) ( Newcam ) ( Aurumin Mt Palmer Agreement ). Aurumin Mt Palmer is the holder of certain tenements in the Mt Palmer region of Western Australia. Under the Aurumin Mt Palmer Agreement, the Company has agreed, subject to Shareholder approval (which is sought pursuant to Resolution 7), to issue Newcam (or its nominee(s)) 37,894,737 Shares.
Completion under the Aurumin Mt Palmer Agreement is conditional upon the satisfaction (or waiver) of the following conditions precedent:
-
(a) completion of financial, legal and technical due diligence by the Company on the tenements, to the absolute satisfaction of the Company (acting reasonably);
-
(b) the Company receiving confirmation from ASX that it will not be required to recomply with Chapters 1 and 2 of the ASX Listing Rules (if required);
-
(c) the Company obtaining Shareholder approval for the issue of the consideration Shares;
-
(d) the parties obtaining all necessary regulatory approvals or waivers to lawfully complete the matters set out in the agreement; and
-
(e) the parties obtaining all necessary third-party approvals and consents.
The Company confirms that the Aurumin Mt Palmer Agreement is otherwise on standard terms and conditions for a share sale agreement.
8.2 Background to the acquisition of Aurumin Johnson Range and Aurumin Mt Dimer
In the same announcement, the Company announced that it had entered into a separate agreement with Newcam to acquire 100% of the issued share capital in Aurumin Johnson Range Pty Ltd (ACN 639 574 324) ( Aurumin Johnson Range ) and Aurumin Mt Dimer Pty Ltd (ACN 130 460 525) ( Aurumin Mt Dimer ) ( Aurumin Johnson Range and Mt Dimer Agreement ). Aurumin Johnson Range and Aurumin Mt Dimer are the holders of certain tenements around the Johnson Range and Mt Dimer regions of Western Australia.
Pursuant to the Aurumin Johnson Range and Mt Dimer Agreement, the Company has agreed to pay/issue Newcam (or its nominee(s)) the following consideration:
-
(a) subject to Shareholder approval (which is sought pursuant to Resolution 7), 12,968,422 Shares ( Aurumin Upfront Consideration Shares ); and
-
(b) Where, after completion of the agreement, Forrestania announces an increase in JORC Resources from the tenements above 88,000 ounces (using a cut-off grade of 0.5g/t) ( New Ounces ), the Company will pay Newcam:
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-
(i) subject to Shareholder approval to be sought at a later date, Shares in Forrestania equal to $40 per New Ounce divided by the 5-day VWAP of the Company’s Shares immediately prior to the date of the announcement of the New Ounces, up to a maximum of $2,400,000 worth of Shares; or
-
(ii) $40 per New Ounce, up to a maximum of $2,400,000; or
-
(iii) a combination of (i) and (ii) above.
Completion under the Aurumin Johnson Range and Mt Dimer Agreement is conditional upon the satisfaction (or waiver) of the following conditions precedent:
-
(a) completion of financial, legal and technical due diligence by the Company on the tenements, to the absolute satisfaction of the Company (acting reasonably);
-
(b) the Company receiving confirmation from ASX that it will not be required to recomply with Chapters 1 and 2 of the ASX Listing Rules (if required);
-
(c) Newcam providing to the Company a report prepared in accordance with JORC confirming that the tenements held by Aurumin Johnson Range and Aurumin Mt Dimer contain not less than 88,000 ounces of gold resources (using a cut off grade of 0.5 g/t);
-
(d) the Company obtaining Shareholder approval for the issue of the Aurumin Upfront Consideration Shares;
-
(e) the parties obtaining all necessary regulatory approvals or waivers to lawfully complete the matters set out in the agreement; and
-
(f) the parties obtaining all necessary third-party approvals and consents.
The Company confirms that the Aurumin Johnson Range and Mt Dimer Agreement is otherwise on standard terms and conditions for a share sale agreement.
9. RESOLUTION 7 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF AURUMIN MT PALMER PTY LTD
9.1 General
A summary of the acquisition of Aurumin Mt Palmer is set out in Section 8.1 above.
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 37,894,737 Shares in consideration for the acquisition of Aurumin Mt Palmer.
A summary of Listing Rule 7.1 is set out in Section 1.3 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.
9.2 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 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. Accordingly, the Company will not be able to proceed with the acquisition of the Aurumin Mt Palmer.
- 9.3 Technical information required by Listing Rule 7.3
REQUIRED INFORMATION DETAILS
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
The Shares will be issued to Newcam (or its nominee(s)). The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
37,894,737 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 issued |
The Company expects to issue the Shares on completion of the acquisition which is expected to occur following the general 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 Shares will be issued at a nil issue price, in consideration for the acquisition of Aurumin Mt Palmer. |
| 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 Aurumin Mt Palmer Agreement. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Aurumin Mt Palmer Agreement, a summary of the material terms of which is set out in Section 8.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
10. RESOLUTION 8 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF AURUMIN JOHNSON RANGE PTY LTD AND AURUMIN MT DIMER PTY LTD
10.1 General
A summary of the acquisition of Aurumin Johnson Range and Aurumin Mt Dimer is set out in Section 8.2 above.
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the 12,968,422 Aurumin Upfront Consideration Shares to be issued as part consideration for the acquisition of Aurumin Johnson Range and Aurumin Mt Dimer.
A summary of Listing Rule 7.1 is set out in Section 1.3 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.
10.2 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 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. Accordingly, the Company will not be able to proceed with the acquisition of the Aurumin Johnson Range and Aurumin Mt Dimer.
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10.3 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 |
The Shares will be issued to Newcam (or its nominee(s)). The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
12,968,422 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 issued |
The Company expects to issue the Shares on completion of the acquisition which is expected to occur following the general 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 the acquisition of Aurumin Johnson Range and Aurumin Mt Dimer. |
| 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 Aurumin Johnson Range and Mt Dimer Agreement. |
| Summary of material terms of agreement to issue |
The Securities are being issued under the Aurumin Johnson Range and Mt Dimer Agreement, a summary of the material terms of which is set out in Section 8.2. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
11. RESOLUTION 9 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR THE ACQUISITION OF MACPHERSONS REWARD PTY LTD
11.1 Background
On 16 February 2026, the Company announced that it had entered into an agreement to acquire 100% of the issued share capital in MacPhersons Reward Pty Ltd (ACN 130 249 320) ( MacPhersons ) from Beacon Mining Pty Ltd (ACN 603 853 916) ( Beacon ), a wholly owned subsidiary of Beacon Mining Limited (ASX:BCN) ( MacPhersons Agreement ). MacPhersons is the holder of certain tenements in Western Australia.
Under the MacPhersons Agreement the Company has agreed to pay/issue Beacon (or its nominee(s)) the following consideration:
-
(a) $500,000 non-refundable cash consideration (that was paid on the execution date of the agreement);
-
(b) $4,500,000 cash consideration (payable on completion of the acquisition); and
-
(c) subject to Shareholder approval (which is sought pursuant to this Resolution), 36,000,000 Shares.
Completion of the MacPhersons Agreement is subject to the satisfaction (or waiver) of the following conditions precedent:
- (a) the shareholders of the Company approving the issue of the consideration Shares in accordance with the ASX Listing Rules;
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(b) the parties obtaining all necessary regulatory approvals or waivers to lawfully complete the matters set out in the agreement; and
(c) the parties obtaining all necessary third-party approvals and consents.
The Company confirms that the MacPhersons Agreement is otherwise on standard terms and conditions for a share sale agreement.
11.2 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 36,000,000 Shares as part consideration for the acquisition of MacPhersons.
A summary of Listing Rule 7.1 is set out in Section 1.3 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.
11.3 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. Accordingly, the Company will not be able to proceed with the acquisition of the MacPhersons.
11.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
The Shares will be issued to Beacon (or its nominee(s)). The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
36,000,000 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 issued |
The Company expects to issue the Shares on completion of the acquisition which is expected to occur following 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 Shares will be issued at a nil issue price, in consideration for the acquisition of MacPhersons. |
| 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 MacPhersons Agreement. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the MacPhersons Agreement, a summary of the material terms of which is set out in Section 11.1. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
12. RESOLUTIONS 10 AND 11 – APPROVAL TO ISSUE SHARES TO DAVID GERAGHTY AND BRETT HODGINS IN LIEU OF SALARY
12.1 General
Resolutions 10 and 11 seek Shareholder approval for the purposes of Listing Rule 10.11 to issue up to that number of Shares, when multiplied by the deemed issue price (being the volume weighted average price for Shares on the 5 days on which sales in Shares were recorded immediately before the Meeting), will equal up to $178,027.76 in lieu of Directors fees payable to Mr David Geraghty and Mr Brett Hodgins (or their nominee(s)) for the period commencing from their appointment as executive directors on the terms and conditions set out below.
Further details in respect of the issue are set out in the table below.
| RECIPIENT | RESOLUTION | DIRECTOR’S FEE / SALARY | DIRECTOR’S FEE / SALARY | SHARES2 |
|---|---|---|---|---|
| $1 | ACCRUAL PERIOD | |||
| Mr David Geraghty |
10 | $131,241.95 | 17 November 2025 to 30 April 2026 |
up to 234,361 |
| Mr Brett Hodgins | 11 | $46,785.81 | 8 December 2025 to 30 April 2026 |
up to 83,546 |
| TOTAL | $178,027.76 | up to 317,907 |
Notes:
-
This is the maximum amount of Director fees that the Company will convert into equity. The Company reserves the right to convert all or a portion of the Director fees.
-
Assumes an issue price of $0.56 per Share. Refer to Section 12.6 for further information.
12.2 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 Mr Geraghty and Mr Hodgins are related parties of the Company by virtue of being a Director.
The Directors (other than Mr Geraghty and Mr Hodgins who have a material personal interest in these Resolutions) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Shares is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
12.3 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;
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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 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.
12.4 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 will need to find alternative methods of remunerating Mr Geraghty and Mr Hodgins.
- 12.5 Technical Information required by Listing Rule 10.13
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the person to whom Securities will be issued |
The proposed recipients of the Shares are set out in Section 12.1 above. |
| Categorisation under Listing Rule 10.11 |
Each of the proposed recipients fall 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 recipient 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 Shares to be issued is up to that number of Shares when multiplied by the deemed issue price, equals up to an aggregate of $178,027.76 (comprising up to $131,241.95 to Mr Geraghty under Resolution 10 and up to $46,785.81 to Mr Hodgins under Resolution 11). |
| 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 Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares 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 |
Each Share will be issued at a deemed issue price equal to the volume weighted average price for Shares on the 5 days on which sales in Shares were recorded immediately before the Meeting. The Company will not receive any consideration for the issue of the Shares. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to provide the Company with the flexibility to convert all or a portion of the Director fees payable to Mr David Geraghty and Mr Brett Hodgins to equity for the period from there respective appointments as executive |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| directors of the Company until 30 April 2026. This will also preserve the cash reserves of the Company. |
|
| Remuneration package | The total remuneration package for each of the proposed recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below: RELATED PARTY CURRENT FINANCIAL YEAR ENDING 30 JUNE 2026 PREVIOUS FINANCIAL YEAR ENDED 30 JUNE 2025 Mr David Geraghty $500,0001.2 $5,0432 Mr Brett Hodgins $180,0003 Nil4 Notes: 1. This includes the value equity proportion of the remuneration (being up to $131,241.95), which the Company is proposing to issue in lieu of an equivalent cash payment. 2. David Geraghty was appointed as a Director on 16 May 2025 and transitioned to an executive Director effective 17 October 2025. 3. This includes the value equity proportion of the remuneration (being up to $46,785.81), which the Company is proposing to issue in lieu of an equivalent cash payment. 4. Mr Brett Hodgins was appointed in the current financial year ending 30 June 2026. |
| Summary of material terms of agreement to issue |
The Shares are not being issued under an agreement. |
| Voting exclusion statement |
A voting exclusion statement applies to these Resolutions. |
| Voting prohibition statement |
A voting prohibition statement applies to these Resolutions. |
12.6 Maximum Shares to be issued to Directors
Set out below is a worked example of the number of Shares that may be issued under Resolutions 10 and 11 based on an assumed issue prices of $0.28, $0.56 and $0.84 per Share, being the last closing price for Shares on the day prior to the Notice of Meeting being dispatched, and 50% increase and 50% decrease to that price.
| RECIPIENT | ASSUMED ISSUE PRICE | MAXIMUM NUMBER OF SHARES **WHICH MAY BE ISSUED1 ** |
|---|---|---|
| Mr David Geraghty2 | $0.28 | 468,721 |
| $0.56 | 234,361 | |
| $0.84 | 156,240 | |
| Mr Brett Hodgins2 | $0.28 | 167,092 |
| $0.56 | 83,546 | |
| $0.84 | 55,697 |
Notes:
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Rounded to the nearest whole number.
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The Company notes that the above workings assume conversion of $131,241.95 payable to Mr Geraghty and $46,785.81 payable to Mr Hodgins.
The Company notes that the above workings are an example only and the actual issue price may differ, as it will be based on the volume weighted average price for Shares on the 5 days on which sales in Shares were recorded immediately before the Meeting. This will result in the maximum number of Shares to be issued to also differ.
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13. RESOLUTION 12 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO BELL POTTER
13.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 10,000,000 Options to Bell Potter on 27 January 2026 in consideration for ongoing corporate advisory services provided to the Company in connection with the Takeover Bid. The Options are exercisable at $0.41 each on or before 27 January 2029.
13.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 1.3 above.
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 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 date of the issue.
13.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.4 above.
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.
13.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, 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 this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
13.5 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 |
The Options were issued to Bell Potter. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
10,000,000 Options were issued. |
| Terms of Securities | The Options were issued on the terms and conditions set out in Schedule 2. |
| Date(s) on or by which the Securities were issued. |
27 January 2026. |
| Price or other consideration the Company received for the Securities |
The Options were issued at a nil issue price, in consideration for corporate advisory services provided by Bell Potter |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue was to satisfy the Company’s obligations entered into pursuant to a corporate advisory mandate entered into with Bell Potter. |
| Summary of material terms of agreement to issue |
The Options were issued under a corporate advisory mandate in connection with the Takeover Bid. The |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Company confirms that the corporate advisory mandate was on standard terms and conditions. |
|
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
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G L O S S AR Y
$ means Australian dollars.
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.
Attaching Options have the meaning given in Section 2.1.
Aurumin Johnson Range means Aurumin Johnson Range Pty Ltd (ACN 639 574 324).
Aurumin Johnson Range and Mt Dimer Agreement has the meaning given in Section 8.2.
Aurumin Mt Dimer means Aurumin Mt Dimer Pty Ltd (ACN 130 460 525).
Aurumin Mt Palmer means Aurumin Mt Palmer Pty Ltd (ACN 610 758 355).
Aurumin Mt Palmer Agreement has the meaning given in Section 8.1.
Beacon means Beacon Mining Pty Ltd (ACN 603 853 916).
Bell Potter means Bell Potter Securities Limited (ACN 006 390 772, AFSL 243480).
Bid Implementation Deed means the bid implementation deed between the Company and Kula Gold Limited (ACN 126 741 259) dated 14 October 2025.
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.
Capital Raising has the meaning given in Section 2.1.
Capital Raising Participants mean the persons who participated in the Company’s Capital Raising.
Chair means the chair of the Meeting.
Company means Forrestania Resources Limited (ACN 647 899 698).
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.
Gibraltar Agreement has the meaning given in Section 4.1.
Gibraltar Vendors means Christopher Alan De Courcy Ryder and Lloyd George Holdings Pty Ltd (ACN 113 408 218).
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.
KGD means Kula Gold Limited (ACN 126 741 259).
KGD Optionholders are the persons who held Options in KGD.
Listing Rules means the Listing Rules of ASX.
MacPhersons means MacPhersons Reward Pty Ltd (ACN 130 249 320).
MacPhersons Agreement has the meaning given in Section 11.1.
Mantis means Mantis Resources Pty Ltd (ABN 80 658 326 400).
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Mantis Agreement has the meaning given in Section 3.1.
Mantis Vendors mean Katherine Darian Witham Jensen and William John Andrew Witham.
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.
Meeting means the meeting convened by the Notice.
Newcam means Newcam Minerals Pty Ltd (ACN 627 911 997).
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Outback means Outback Minerals Pty Ltd (ACN 622 466 906).
Outback Minerals Agreement has the meaning given in Section 7.1.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
Performance Share means a performance share in the capital of the Company which converts into a Share following satisfaction of a performance milestone.
Previous Approval has the meaning given in Section 2.1.
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, Performance Right or Performance Share (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
SPP has the meaning given in Section 2.1.
Takeover Bid means the Company’s offer dated 8 December 2025 by way of an off-market takeover bid for all of the fully paid ordinary shares in KGD pursuant to its replacement bidder’s statement dated 4 December 2025 (as varied by the notice dated 23 December 2025), which replaces its bidder’s statement dated 24 November 2025.
VWAP means volume weighted average price.
WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E DU L E 1 – TE R M S A N D C O N D I T I O N S O F A T T A C H I N G O P TI 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 9, the amount payable upon exercise of each Option will be $0.24 (Exercise Price). |
| 3. | Expiry Date | Each Option will expire at 5:00 pm (AWST) on the date that is three 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 option holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| 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. |
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| 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. |
| 13. | Rights attaching to Options |
Prior to an Option being exercised, the holder: (a) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (b) is not entitled to receive any dividends declared by the Company; and (c) is not entitled to participate in any new issue of Shares (refer to section 10). |
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S C H E DU L E 2 – TE R M S A N D C O N D I T I O N S O F C OR P O R AT E A D VI S E R O P TI 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 9, the amount payable upon exercise of each Option will be $0.41 (Exercise Price). |
| 3. | Expiry Date | Each Option will expire at 5:00 pm (AWST) on 27 January 2029 (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 option holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| 10. | Participation in | There are no participation rights or entitlements inherent in the Options |
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| new issues | 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/Adjustme nt 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. |
| 13. | Rights attaching to Options |
Prior to an Option being exercised, the holder: (a) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (b) is not entitled to receive any dividends declared by the Company; and (c) is not entitled to participate in any new issue of Shares (refer to section 10). |
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