HARTSHEAD RESOURCES NL — M&A Activity 2026

Jun 9, 2026

HARTSHEAD RESOURCES NL (ACN 150 624 169)
T +61(8) 9226 2011
E info@hartshead-resources.com
Unit 64, 89 Aberdeen Street, Northbridge WA 6003

8 June 2026

Scheme Meeting: Chairman's Address

Hartshead Resources NL (ASX: HHR) (Hartshead) refers to the proposed acquisition by ACAM GP Limited (as general partner of ACAM LP) of the entire issued share capital of Hartshead by way of a scheme of arrangement (Scheme).

In accordance with ASX Listing Rule 3.13.3, attached to this announcement is the Chairman's address to be presented at the meeting of Hartshead shareholders to consider and vote on a resolution to approve the Scheme (Scheme Meeting) to be held at 11.00am (AWST) today at Level 1, Suite 9, 110 Hay Street, Subiaco, Western Australia.

Eligible Hartshead shareholders and their proxies, attorneys or corporate representatives may attend, participate in and vote at the Scheme Meeting in person.

The results of the Scheme Meeting will be communicated to the ASX shortly after the conclusion of the Scheme Meeting.

-Ends-

The Board of Directors of Hartshead Resources NL authorised this announcement to be given to ASX.

For further information on this announcement, visit www.hartshead-resources.com.au or contact:

CONTACTS:

Christopher Lewis
Chief Executive Officer

w: +61 8 9226 2011
e: info@hartshead-resources.com

ASX:HHR | hartshead-resources.com.au

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HARTSHEAD RESOURCES NL

Chairperson’s Address – Scheme Meeting

Meeting venue: Level 1, Suite 9, 110 Hay Street, Subiaco Western Australia

Meeting time: 11:00am (AWST) Monday, 8 June 2026

1. INTRODUCTION AND WELCOME

Welcome shareholders to the scheme meeting of the shareholders of Hartshead Resources NL, which has been convened pursuant to an order of the Supreme Court of Western Australia made on 29 April 2026.

My name is Bevan Tarratt, and I am the Executive Chairman of the Board of Hartshead Resources. I confirm I have been appointed by the Court as the Chair of this scheme meeting and am charged with reporting on the result of this scheme meeting to the Court.

The purpose of this meeting is to enable Hartshead shareholders to consider and vote on a resolution to approve a scheme of arrangement under which it is proposed that ACAM GP Limited as general partner of ACAM LP, which I will now refer to as ACAM, will acquire 100% of the issued share capital in Hartshead Resources (which I will now refer to as the Scheme).

Before we start the meeting, could you please check that your mobile phone is switched off or turned to silent, and I remind you that the taking or recording of photographs, video or audio of the meeting or its proceedings (by whatever means) is not permitted without my consent as meeting Chair.

As it is past 11:00am (Perth time), it is time to commence the scheme meeting. I have been informed that a quorum is present and the meeting is properly constituted. On this basis, I declare the scheme meeting open.

This scheme meeting is being held in person only.

For those shareholders present in person at the meeting, please ensure that you have signed the attendance register if you have not already done so.

1. BOARD AND OFFICERS PRESENT AT MEETING

I would like to introduce to you the members of the Hartshead board and senior management who are present at today’s meeting:

• Mr Chris Lewis, Director and CEO.
• Mr Nathan Lude, Director.

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

• Mr Matthew Foy, Company Secretary.

Also in attendance is Will Moncrieff from the Company's legal adviser, Blackwall Legal and representatives from the Company's share registry, Computershare Investor Services Pty Limited who are overseeing the registration process and are also responsible for the recording of all votes with respect to this Meeting.

3. NOTICE OF SCHEME MEETING

Notice of this scheme meeting was included as Annexure D to the Scheme Booklet, which was dispatched to Hartshead shareholders on 7 May 2026 in accordance with their communication preferences. The notice of scheme meeting was given in accordance with the orders made by Justice Hill of the Supreme Court of Western Australia on 29 April 2026 as well as Hartshead's constitution.

The Scheme Booklet, which you will have had the opportunity to review, explains the potential reasons for Hartshead shareholders to vote in favour of the Scheme and potential reasons for Hartshead shareholders to vote against the Scheme. The Scheme Booklet also includes an Independent Expert's Report from BDO Corporate Finance Australia Pty Ltd (who I will now refer to as BDO or the Independent Expert).

I confirm that, as at the date of this meeting, the Hartshead board is not aware of any information that is material to the making of a decision by shareholders on the Scheme that has not been disclosed to shareholders, other than as set out in the Scheme Booklet.

I will now go through a few administrative matters before turning to the substantive part of this meeting.

Unless there are any objections, I will take the notice of scheme meeting as read.

4. MEETING LOGISTICS

Before commencing the formal business of today's scheme meeting, I would like to outline the logistics of the meeting, including how to ask questions and vote.

As I noted before, this scheme meeting is being held in person only. In addition, shareholders and proxies have the ability to ask questions and submit votes.

5. HOW TO ASK A QUESTION

Any Hartshead shareholder (or their proxies, attorneys or corporate representatives) is eligible to ask questions. Questions must be relevant to the business of today's meeting, being the consideration and approval of the scheme.

When we issued the notice of meeting, we also invited shareholders to submit their questions before the scheme meeting. We will address any such questions during question time later in today's proceedings.

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

Shareholders and their proxies, attorneys or corporate representatives in attendance will be given the opportunity to ask questions at the appropriate time. Please raise your hand to indicate to the moderator if you have a question you wish to ask or a comment you wish to make.

We will aim to address all questions. However, questions may be moderated or amalgamated to avoid repetition and, if questions are particularly lengthy, we may need to summarise them in the interests of time.

We also ask that you please limit questions to one per shareholder where possible.

6. HOW TO VOTE

As described in the Scheme Booklet and the notice of scheme meeting, voting on the scheme resolution will be conducted by way of a poll.

The Supreme Court of Western Australia has ordered that, for the purposes of determining the eligibility and entitlement to vote at this scheme meeting, Hartshead shares will be taken to be held by the persons who were registered Hartshead shareholders as at 11.00am (AWST) on 6 June 2026. Eligible Hartshead shareholders and duly appointed proxies, attorneys and corporate representatives of eligible Hartshead shareholders are entitled to vote on the scheme resolution.

Shareholders who are attending the scheme meeting in person may vote by filling out their voting card. The voting cards will be collected after the vote. You must lodge your voting card for your votes to be counted, which I will ask you to do after consideration of the scheme resolution.

Shareholders also had the option to appoint a proxy for today's meeting.

7. PROXIES

In relation to proxies, I advise the meeting that a number of valid proxies have been received by Hartshead and I will provide the proxy details after discussion on today's resolution.

In relation to the proxies that I am holding as chair, I advise that if a member has directed me to vote in a certain way, I will vote in accordance with that direction. If I have not been directed to vote in any way, I intend to vote in favour of the resolution.

I will now allow an opportunity for shareholders present in person or by proxy, attorney or corporate representative to ask questions relevant to the voting procedure itself. Please note there will be the opportunity later to ask questions regarding the scheme and the scheme resolution.

The rules for asking questions are as follows:

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

• Only shareholders or validly appointed proxyholders, attorneys or corporate representatives will be entitled to speak.
• If you would like to speak, please stand up and state your name. I will decide the order in which people will speak.
• I will permit each speaker a reasonable opportunity to address the meeting.
• If I determine that any person in attendance at the meeting is being disruptive, then I may warn the person to stop being disruptive or ask the person to leave the meeting. If you are asked to leave the meeting, you must do so promptly.

Are there any questions in relation to the voting procedure?

8. OVERVIEW OF THE SCHEME

I will now provide an overview of the Scheme.

By way of background, on 22 December 2025, Hartshead and ACAM entered into a scheme implementation deed under which ACAM agreed to acquire the entire issued share capital of Hartshead.

If the Scheme proceeds:

• all of your shares in Hartshead, and the rights attaching to those shares, will be acquired by and transferred to ACAM;
• Hartshead will become a wholly-owned subsidiary of ACAM; and
• Hartshead will be delisted from the official list of ASX.

I have been informed that no competing proposal has emerged, nor are the directors in any discussions that could lead to a competing proposal.

The Scheme Booklet includes, among other things, an overview of the scheme, the key considerations relevant to each shareholder's vote, including reasons to vote in favour of, or against, the scheme, a profile of both Hartshead and ACAM and the tax implications of the scheme. The Scheme Booklet also sets out further information, including details regarding the risks associated with the Scheme as well as the risks associated with shareholders' continued investment in Hartshead Resources should the Scheme not proceed.

The Scheme Booklet also attaches the scheme implementation deed, scheme of arrangement, deed poll and the independent expert report prepared by BDO.

9. SCHEME CONSIDERATION

If the Scheme becomes effective and is implemented, scheme participants will receive a cash payment of:

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

• $0.014 for each fully paid scheme share held on the record date of 5:00pm (AWST) on 16 June 2026; and
• $0.0007 for each partly paid scheme share held on the record date.

The consideration payable for each partly paid scheme share is 1/20th of the consideration payable for each fully paid scheme share, which is proportional to the amount paid up on the partly paid scheme shares.

The scheme consideration represents a 133% premium to the closing price of Fully Paid HHR Shares on ASX of $0.006 on 22 December 2025 (being the last trading day prior to the announcement of the Scheme).

Payment will be made:

• by electronic funds transfer into scheme participants nominated bank accounts, as advised to Computershare as at the scheme record date;
• by sending a cheque to the scheme participant’s registered address as shown in the share register as at the scheme record date; or
• by Global Wire Payment Service, for those scheme participants who have made a valid election to receive payment electronically in their local currency using this service by the record date.

If you have a bank account with an Australian authorised deposit-taking institution, we encourage you to update your banking instructions with the share registry to receive payment in a timely and efficient manner.

For those Hartshead shareholders with a registered address in New Zealand or Papua New Guinea who have not provided their bank account details, payment will be withheld pending receipt of your valid bank account details or dealt with in accordance with applicable unclaimed money legislation.

10. DIRECTORS' RECOMMENDATION

I will now provide details of the Hartshead directors’ recommendation in relation to the Scheme.

The Hartshead directors unanimously recommend that shareholders vote in favour of the scheme resolution at today’s meeting. As at today’s date, no superior proposal has emerged and the Independent Expert continues to conclude that the Scheme is not fair but reasonable, and therefore, in the best interests of Hartshead shareholders.

Each director has disclosed that they intend to vote in favour of the scheme resolution in respect of the Hartshead shares they hold or control.

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

The directors' interests in Hartshead shares are disclosed in section 10.1 of the scheme booklet.

11. REASONS TO VOTE FOR OR AGAINST THE SCHEME

As you are aware, the Scheme Booklet sets out the detailed reasons for the directors' recommendation. In summary, they include the following:

• The independent expert has concluded that, in the absence of a superior proposal, the scheme is not fair but reasonable, and therefore, in the best interests of Hartshead shareholders.
• The scheme consideration will be paid in cash and represents a significant premium to pre-announcement trading levels of fully paid Hartshead shares.
• The scheme consideration provides certainty of value, removing exposure to the significant development and funding risks and uncertainties inherent in bringing the Phase 1 development of the P2607 licence to production.
• The Scheme allows shareholders to realise value for their investment in Hartshead at a premium without the risk of potential future equity dilution associated with Hartshead Resources raising capital for development costs.
• As at the date of this meeting, no superior proposal has emerged.

There may also be reasons you wish to vote against the scheme, and these are set out in the Scheme Booklet. They are as follows:

• You may disagree with the Hartshead Directors' unanimous recommendation and the independent expert's conclusion and believe that that the scheme is not in your best interests.
• If the Scheme is implemented, you will no longer participate in any potential upside that may result from being a Hartshead Resources Shareholder.
• Implementation of the Scheme will preclude the possibility of receiving the benefit of any future, potentially more favourable, proposal for your Scheme Shares.
• The tax consequences of the scheme may not be suitable to your financial position.

12. INDEPENDENT EXPERT

Hartshead appointed BDO as the independent expert to assess the merits of the scheme and provide an opinion on whether the scheme is in the best interests of Hartshead shareholders.

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

The independent expert has concluded that, in the absence of a superior proposal, the Scheme is not fair but reasonable, and therefore, in the best interests of Shareholders.

A copy of the independent expert's report is included as Annexure E to the Scheme Booklet, and contains a summary of BDO's opinion and the advantages and disadvantages of approving the Scheme.

The independent expert's report includes an Independent Technical Specialist Report on the value of Hartshead's assets, prepared by RISC Advisory Pty Ltd.

The independent expert's report also considers the position of Shareholders if the Scheme does not proceed and the consequences of not approving the Scheme.

The opinion of the independent expert is that the position of Shareholders if the Scheme is approved is more advantageous than the position if the Scheme is not approved. Accordingly, in the absence of any other relevant information and/or an alternate proposal BDO considers that the Scheme is reasonable for Shareholders.

13. STATUS OF SCHEME CONDITIONS

As stated in the Scheme Booklet, implementation of the scheme is subject to a number of conditions. The principal conditions that remain outstanding are:

• Hartshead Shareholder approval of the scheme resolution at today's scheme meeting; and
• Final approval by the Supreme Court of Western Australia at the second court hearing which is scheduled for 11 June 2026, at 10:00am (AWST).

The full conditions are set out in Section 4.5 of the Scheme Booklet. Hartshead board is not aware of any circumstances to date that would prevent any of the outstanding conditions from being satisfied.

14. INDICATIVE TIMETABLE

If the scheme resolution is approved at today's scheme meeting:

• Hartshead will seek the Court's approval of the Scheme at the second court hearing scheduled for 10:00am (AWST) on 11 June 2026. If the court approves the scheme, a copy of the Court's orders will be lodged with the Australian Securities and Investments Commission, at which time the scheme will become legally effective. The effective date of the scheme is expected to be 12 June 2026. If this occurs, Hartshead shares will be suspended from quotation on ASX from the close of trading on that date.
• The scheme record date is expected to be 5:00pm (AWST) on 16 June 2026. All Hartshead shareholders that are recorded on the share register on the scheme record date will be entitled to receive $0.014 in cash for each fully paid scheme

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

share and $0.0007 for each partly paid scheme share they hold on that date, in exchange for the transfer of all of their Hartshead shares to ACAM.

• On the implementation date (currently expected to be 23 June 2026), the scheme will be implemented, and the scheme consideration will be paid.

If the scheme resolution is not approved by the requisite majorities of Hartshead shareholders at today's meeting or the court does not approve the scheme, or if any other condition precedent is not satisfied (or waived, if applicable), the scheme will not proceed, shareholders will not receive the scheme consideration, will not be able to realise the value of their Hartshead shares and Hartshead will continue to operate as a standalone listed entity.

15. FORMAL BUSINESS – SCHEME RESOLUTION

We will now proceed to the formal business of today's meeting. The sole item of business today is to consider and vote on the scheme resolution.

The scheme resolution, as set out in the notice of scheme meeting, is as follows:

"That pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Hartshead Resources and Hartshead Resources Shareholders, as contained in and more particularly described in the Scheme Booklet accompanying this notice of scheme meeting, is agreed to.

Your Directors are authorised:

• to agree to such alterations or conditions as are directed by the Court; and
• subject to approval of the Scheme by the Court, to implement the Scheme with any such alterations or conditions."

The scheme resolution must be approved by both:

• A majority in number (that is, more than 50%) of Hartshead shareholders present and voting at the scheme meeting (either in person, or by proxy, attorney or, in the case of a body corporate, corporate representative).
• At least 75% of the total number of votes cast on the scheme resolution by Hartshead shareholders present and voting at the scheme meeting (either in person, or by proxy, attorney or, in the case of a body corporate, corporate representative).

16. PROXY RESULTS

We will now turn to voting on the scheme resolution, beginning with the proxy position. Details of the proxies received for today's meeting are now displayed on screen.

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

Proxies have been received representing 1,720,799,516 shares or 61.26% of the total votes attaching to all fully paid shares and partly paid shares issued, and 61.26% of the total votes attaching to all scheme shares issued.

Proxy votes were:

• 1,672,174,975 for the resolution.
• 45,886,341 against the resolution.
• 2,738,200 open.
• 6,144 abstentions.

I note that with respect to the open votes, any undirected proxy appointments or open votes in favour of the chair of the meeting, will be voted in favour of the scheme resolution.

17. QUESTIONS

I am advised and can confirm that there were no questions received prior to the meeting.

I now invite any questions and discussion. Are there any questions in relation to the Scheme or the scheme resolution? Thank you for your questions.

As there are no further questions we will now proceed to voting on the scheme resolution.

18. VOTING

I demand that voting be conducted by poll, in accordance with the Hartshead Constitution. I formally declare the poll open.

I now put the scheme resolution to poll and ask all Hartshead shareholders and duly appointed proxies, attorneys and corporate representatives to complete your GREEN voting card.

The returning officer will collect it from you shortly. If you are not holding a GREEN voting card and believe you are eligible to vote, please raise your hand and the returning officer from Computershare will assist.

Please submit your votes by filling out your voting card and passing it to the returning officer. I will give you a warning before I move to close voting.

After voting closes, your votes will be counted, and the results will be announced to ASX and published on Hartshead's website as soon as possible.

I now declare the poll on the scheme resolution closed and note that no more votes will be counted towards the scheme resolution.

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CHAIRPERSON'S SCRIPT - SCHEME MEETING

The voting cards will now be processed and the Share Registry will now undertake a verification of the number of votes received on the poll of the scheme resolution.

The results of the poll will also be announced to ASX shortly.

19. MEETING CLOSE

As the formal business of this scheme meeting has concluded, and there is no further business, I would like to take this opportunity to thank you for your attendance and participation in today's meeting.

I now declare the meeting closed.