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INFINI RESOURCES LIMITED — Proxy Solicitation & Information Statement 2026
Feb 22, 2026
65087_rns_2026-02-22_552202ee-af4d-4c48-a890-0a73d636a81e.pdf
Proxy Solicitation & Information Statement
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Letter to Shareholders 23 February 2026
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Dear Shareholder,
GENERAL MEETING OF SHAREHOLDERS – NOTICE AND PROXY FORM
Notice is given that the General Meeting (‘ Meeting’ ) of Shareholders of Infini Resources Limited (‘ Infini Resources ’ or ‘ the Company ’) will be held as follows:
Time: 11.00 am (AWST)
Date: Thursday, 26 March 2026
Location: The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000
As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting to shareholders unless a shareholder has requested to receive a hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded at the following link: www.infiniresources.com.au or from the ASX Company Announcements Platform at asx.com.au (ASX: I88).
The Company will be conducting the Meeting at the Location without the use of video conferencing technology.
A copy of your personalised Proxy Form is enclosed for your reference. All resolutions in the Notice of Meeting will be voted upon by poll. Shareholders are strongly encouraged to submit their Proxy Form to the Company’s share registry, using any of the methods detailed on the Proxy.
Shareholders are invited to lodge questions in advance of the meeting by emailing questions to [email protected]. Common questions received from shareholders will be addressed during the meeting. For shareholders attending the meeting, there will be an opportunity to ask questions at the meeting as each resolution is being considered.
Your proxy voting instruction must be received by 11.00 am (AWST) on Tuesday, 24 March 2026 being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.
In order to receive electronic communications from the Company in the future, please update your Shareholder details via Automic’s Investor Portal at https://investor.automic.com.au/#/home.
If you have already registered, simply enter your username and password and click "log in". If you have not yet registered, simply click "register" and follow the prompts. Once you have logged in, click on "profile". You can then select "edit" in the Communication Preferences section. Once you have selected "Electronic Only" and added your email address, click "save”.
The Meeting Materials are important and 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. If you have any difficulties obtaining a copy of the Meeting Materials please contact the Company’s share registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
For more information on Infini Resource, refer to the Company’s website at: infiniresources.com.au. Yours sincerely
INFINI RESOURCES LIMITED
Infini Resources Limited Level 50, 108 St Georges Terrace Perth Western Australia 6000
www.infiniresources.com.au
ABN 77 656 098 583
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Infini Resources Limited ACN 656 098 583
Notice of General Meeting
A general meeting of the Company will be held as follows:
Time and date: 11.00 am (AWST) on Thursday, 26 March 2026
Location: The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000
The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on +61 8 6166 6361
Shareholders are urged to attend the Meeting or vote by lodging the Proxy Form made available with the Notice.
Infini Resources Limited
ACN 656 098 583
Notice of General Meeting
Notice is given that a general meeting of Shareholders of Infini Resources Limited (ACN 656 098 583) ( Infini or the Company ) ( Meeting ) will be held at:
Time: 11.00 am (AWST)
Date: Thursday, 26 March 2026
Place: The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000
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 as at 5.00 pm (AWST) on 24 March 2026.
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
Resolution 1 – Ratification of issue of Vendor Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,464,435 Vendor Shares issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’
Resolution 2 – Ratification of issue of FT Shares
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:
‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:
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(a) 5,748,179 FT Shares issued under Listing Rule 7.1; and
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(b) 8,985,873 FT Shares issued under Listing Rule 7.1A,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 3 – Ratification of issue of Placement Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
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'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Placement Shares issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’
Other Business
To consider any other business that may be brought before the Meeting in accordance with the Company’s Constitution.
2 Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
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(a) Resolution 1 : by or on behalf of FSSGM Investments Pty Ltd, and any person who participated in the issue of the Vendor Shares, or any of their respective associates;
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(b) Resolution 2(a) and 2(b) : by or on behalf of any person who participated in the issue of the FT Shares, or any of their respective associates; and
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(c) Resolution 3 : by or on behalf of any person who participated in the issue of the Placement Shares, or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
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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.
BY ORDER OF THE BOARD
Harry Spindler Company Secretary Infini Resources Limited Dated: 23 February 2026
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Infini Resources Limited
ACN 656 098 583
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 on Thursday, 26 March 2026 at 11.00 am (AWST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| Section 2 | Voting and attendance information |
|---|---|
| Section 3 | Resolution 1 – Ratification of issue of Vendor Shares |
| Section 4 | Background to Resolutions 2 and 3 |
| Section 5 | Resolution 2 – Ratification of issue of FT Shares |
| Section 6 | Resolution 3 – Ratification of issue of Placement Shares |
| Schedule 1 | Definitions |
A Proxy Form is located at the end of the Explanatory Memorandum.
2.
Voting and attendance information
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
2.1
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
2.3
Voting by proxy
A Proxy Form is made available with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Shareholders are encouraged to vote by lodging the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
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Please note that:
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(i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(ii) a proxy need not be a member of the Company; and
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(iii) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The available Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
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(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
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(ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
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(iii) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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(iv) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
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(i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
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(ii) the appointed proxy is not the chair of the meeting;
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(iii) at the meeting, a poll is duly demanded on the resolution; and
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(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 11.00 am (AWST) on 24 March 2026, being not later than 48 hours before the commencement of the Meeting.
2.4
Chair's voting intentions
Subject to the below, the Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.
In exceptional circumstances, the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made.
2.5
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company at [email protected] , by no later than 5.00 pm (AWST) on 24 March 2026.
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.
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The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).
3. Resolution 1 – Ratification of issue of Vendor Shares
3.1
Background
On 24 December 2025, the Company announced that its wholly owned subsidiary, Infini Newfoundland and Labrador Ltd, had entered into a binding purchase agreement to acquire 100% legal and beneficial ownership of Mineral Licences 036831M and 036832M, located in Newfoundland, Canada ( Portland South Tenements ), from FSSGM Investments Pty Ltd ( Vendor ) ( Acquisition Agreement ).
A summary of the material terms of the Acquisition Agreement is in Section 3.2 below.
On 29 January 2026, the Company announced the completion of the acquisition of the Portland South Tenements. As part consideration for the acquisition of the Portland South Tenements, the Company issued 1,464,435 Shares to the Vendor, using the Company’s available placement capacity under Listing Rule 7.1 ( Vendor Shares ).
Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Vendor Shares.
3.2 Summary of material terms of Acquisition Agreement
Pursuant to the terms of the Acquisition Agreement, the Company agreed to acquire a 100% interest in the Portland South Tenements, in consideration for the Company making the following payments to the Vendor (or its nominees):
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(a) a cash payment of AUD$50,000, to be paid at completion of the Acquisition Agreement ( Completion );
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(b) the issue of 1,464,435 Vendor Shares, at the Company’s 5 trading day VWAP ($0.239 per Share) (total value AUD$350,000), subject to 12 months escrow, to be issued at Completion utilising the Company’s available placement capacity under Listing Rule 7.1; and
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(c) granting the Vendor a 2.0% Net Smelter Royalty ( NSR ) on future production from the acquired tenements, under industry standard conditions.
The remaining terms of the Acquisition Agreement are considered commercially standard for an agreement of this nature, including the standard warranties relating to the Portland South Tenements.
3.3
Listing Rules 7.1 and 7.4
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 issue of the Vendor Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12-month period following the issue of the Vendor Shares.
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Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.
The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.
If Resolution 1 is passed, 1,464,435 Vendor Shares will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.
If Resolution 1 is not passed, 1,464,435 Vendor Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 1,464,435 Equity Securities for the 12-month period following the issue of those Vendor Shares.
3.4
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Vendor Shares:
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(a) The Vendor Shares were issued to the Vendor, who is not a related party of the Company or Material Investor.
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(b) A total of 1,464,435 Vendor Shares were issued within the Company’s available 15% placement capacity permitted under Listing Rule 7.1.
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(c) The Vendor Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
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(d) The Vendor Shares were issued on 29 January 2026.
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(e) The Vendor Shares were issued for nil cash consideration, as part consideration for the acquisition of the Portland South Tenements. Accordingly, no funds were raised by the issue of the Vendor Shares.
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(f) A summary of the material terms of the Acquisition Agreement is in Section 3.2.
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(g) A voting exclusion statement is included in the Notice.
3.5 Additional information
Resolution 1 is an ordinary Resolution.
The Board recommends that Shareholders vote in favour of Resolution 1.
4. Background to Resolutions 2 and 3
As announced on 23 October 2025, the Company undertook:
- (a) a placement to raise approximately C$10.0 million (A$11.05 million[1] ) (before costs) through the issue of 14,734,052 Shares ( FT Shares ) at an issue price of C$0.6787 (A$0.75[2] ) per Share ( FT Placement ) (the subject of Resolution 2(a) and 2(b)); and
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- (b) a concurrent placement to raise A$1.0 million (before costs) through the issue of 2,000,000 Shares ( Placement Shares ) to sophisticated and professional investors ( Placement Participants ) at an issue price of A$0.50 per Share ( Placement ) (the subject of Resolution 3).
1, 2 using an exchange rate of A$1 = C$0.905
The FT Shares were issued at a premium to market pursuant to the Canadian flow-through shares regime and are intended to qualify as “flow-through shares”. The term “flow-through share” is a defined term in the Income Tax Act (Canada) ( ITA ) and is not a special type of share under corporate law. In this case, the term “flow-through share” refers to an ordinary share that was issued by the Company to an investor under an agreement in writing with the investor under which the Company agreed:
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(a) to incur certain “Canadian exploration expenses”; and
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(b) to renounce an amount to the investor in respect of those Canadian exploration expenses.
If the Company and the investor comply with the detailed rules in the ITA, the investor will be entitled to deduct the amount renounced in computing the investor’s income for Canadian income tax purposes and receive additional tax credits for expenditures targeting critical minerals.
The tax benefits associated with the FT Shares are available only to the investors (who are Canadian residents) and not to any other person who acquired the FT Shares through the onsale or transfer of those FT Shares.
PearTree Securities Inc. ( PearTree ) was engaged to facilitate the FT Placement pursuant to a subscription and renunciation agreement ( Subscription Agreement ), whereby the Company agreed to issue, and Peartree agreed to subscribe for, the FT Shares as agent for one or more investors ( FT Investors ). PearTree did not receive any fees or commission from the Company for their role with respect to the FT Placement.
PearTree, as agent for the FT Investors, then on-sold the FT Shares to sophisticated and professional investors in Australia and certain other countries ( Hard Placement Participants ) by way of a block trade at a price of A$0.50 per Share ( Hard Placement ). The FT Shares ceased to be “flow through shares” in the secondary sale and the Hard Placement Participants received fully paid ordinary shares without any tax benefits associated with the FT Shares.
Bell Potter Securities Limited ( Bell Potter ) was appointed as lead manager and bookrunner to the Hard Placement and facilitated the end buyer block trade of the FT Shares. The Company agreed to pay Bell Potter a management and selling fee of 6% of the gross proceeds raised under the Hard Placement.
62 Capital Pty Ltd ( 62 Capital ) was appointed as lead manager and bookrunner to the Placement. The Company agreed to pay 62 Capital a management and selling fee of 6% of the gross proceeds raised under the Placement.
On 31 October 2025, the Company issued:
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(a) 5,748,179 FT Shares and 8,985,873 FT Shares using the Company’s available placement capacity under Listing Rules 7.1 and 7.1A, respectively; and
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(b) 2,000,000 Placement Shares using the Company’s available placement capacity under Listing Rule 7.1.
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5. Resolution 2 – Ratification of issue of FT Shares
5.1
Background
The background to the FT Placement and issue of the FT Placement Shares is set out in Section 4 above.
Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the FT Shares.
5.2 Listing Rules 7.1, 7.1A and 7.4
A summary of Listing Rules 7.1 and 7.4 is contained in Section 3.3 above.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its 2024 annual general meeting held on 29 November 2024.
The issue of the FT Shares does not fit within any of the exceptions to Listing Rules 7.1 or 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s placement capacity under Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue of the FT Shares.
The effect of Shareholders passing Resolution 2(a) and 2(b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the placement capacity set out in Listing Rules 7.1 and 7.1A, without the requirement to obtain prior Shareholder approval.
If Resolution 2(a) is passed, 5,748,179 FT Shares will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.
If Resolution 2(a) is not passed, 5,748,179 FT Shares will continue to be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 5,748,179 Equity Securities for the 12-month period following the issue of those FT Shares.
If Resolution 2(b) is passed, 8,985,873 FT Shares will be excluded in calculating the Company’s 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue or agree to issue without Shareholder approval over the 12-month period following the issue date.
If Resolution 2(b) is not passed, 8,985,873 FT Shares will continue to be included in calculating the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 8,985,873 Equity Securities for the 12-month period following the issue of those FT Shares (assuming the Company’s approval under Listing Rule 7.1A remains in force in this period).
5.3
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the FT Shares:
- (a) The FT Shares were issued to PearTree as agent for the FT Investors. PearTree is a corporate advisor to the Company and is therefore a Material Investor, but following the
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divestment of the FT Shares, no longer holds Shares in the Company. The Hard Placement Participants were identified through a bookbuild process, which involved Bell Potter seeking expressions of interest to participate in the Hard Placement from existing contacts of the Company and clients of the Lead Manager. None of the Hard Placement Participants are a related party or Material Investor.
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(b) A total of 5,748,179 FT Shares were issued within the Company’s available 15% placement capacity permitted under Listing Rule 7.1.
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(c) A total of 8,985,873 FT Shares were issued within the Company’s available additional 10% placement capacity permitted under Listing Rule 7.1A.
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(d) The FT Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
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(e)
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The FT Shares were issued on 31 October 2025.
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(f) The FT Shares were issued at C$0.6787 (A$0.75) per Share to PearTree and were subsequently on-sold to the Hard Placement Participants at A$0.50 per Share.
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(g) The proceeds from the issue of the FT Shares have been and will be applied to exploration and drilling activities at the Company’s at the Company’s Portland Creek, Reynolds Lake and Reitenbach Lake Uranium Projects, including:
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(i) diamond drilling; and
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(ii) fieldwork to follow up additional magnetic, radiometric and soil anomalies within the Company’s project areas.
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(h) The FT Shares were issued pursuant to the Subscription Agreement as set out in Section 4 above. In accordance with the Subscription Agreement (amongst other things):
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(i) PearTree agreed to purchase the FT Shares as agent for the FT Investors; and
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(ii) the Company agreed to use the proceeds from the FT Placement to incur Qualifying Expenditures (as defined in the Subscription Agreement) by 31 December 2026 and to renounce such expenditures for the benefit of the FT Investors for the purposes of the ITA effective no later than 31 December 2025.
The Subscription Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and indemnity provisions).
- (i) A voting exclusion statement is included in the Notice.
5.4 Additional information
Resolution 2(a) and 2(b) are separate ordinary Resolutions.
The Board recommends that Shareholders vote in favour of Resolution 2(a) and 2(b).
6. Resolution 3 – Ratification of issue of Placement Shares
6.1 Background
The background to the Placement and issue of the Placement Shares is set out in Section 4 above.
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Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of 2,000,000 Placement Shares.
6.2 Listing Rules 7.1 and 7.4
A summary of Listing Rules 7.1 and 7.4 is contained in Section 3.3 above.
The issue of the Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12-month period following the issue of the Vendor Shares.
The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.
If Resolution 3 is passed, 2,000,000 Placement Shares will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.
If Resolution 3 is not passed, 2,000,000 Placement Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 2,000,000 Equity Securities for the 12-month period following the issue of those Placement Shares.
6.3
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:
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(a) The Placement Shares were issued to the Placement Participants, none of whom are a related party of the Company or Material Investor. The Placement Participants were identified through a bookbuild process, which involved 62 Capital seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of 62 Capital.
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(b) A total of 2,000,000 Placement Shares were issued within the Company’s available 15% placement capacity permitted under Listing Rule 7.1.
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(c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
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(d) The Placement Shares were issued on 31 October 2025.
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(e) The Placement Shares were issued at an issue price of A$0.50 each raising A$1,000,000 (before costs). The proceeds from the Placement have been and will be used towards cost of the FT Placement and working capital.
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(f) There are no other material terms to the agreement for the issue of the Placement Shares.
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(g) A voting exclusion statement is included in the Notice.
6.4 Additional information
Resolution 3 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 3.
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Schedule 1 Definitions
In the Notice, words importing the singular include the plural and vice versa.
| 62 Capital | has the meaning given in Section 4. |
|---|---|
| A$, AUD$ or $ | means Australian Dollars. |
| Acquisition Agreement | has the meaning given in Section 4. |
| ASIC | means Australian Securities Investment Commission. |
| ASX | means the ASX Limited (ABN 98 008 624 691) and, where the |
| context permits, the Australian Securities Exchange operated by | |
| ASX Limited. | |
| AWST | means Australian Western Standard Time, being the time in Perth, |
| Western Australia. | |
| Bell Potter | has the meaning given in Section 4. |
| Board | means the board of Directors. |
| C$ | means Canadian dollars. |
| Chair | means the person appointed to chair the Meeting of the Company |
| convened by the Notice. | |
| Company | means Infini Resources Limited (ACN 656 098 583). |
| Completion | has the meaning given in Section 3.2(a). |
| Corporations Act | means the_Corporations Act 2001_(Cth) as amended or modified |
| from time to time. | |
| Director | means a director of the Company. |
| Equity Security | has the same meaning as in the Listing Rules. |
| Explanatory Memorandum | means the explanatory memorandum which forms part of the Notice. |
| FT Investors | has the meaning given in Section 4. |
| FT Placement | has the meaning given in Section 4. |
| FT Shares | has the meaning given in Section 4. |
| Hard Placement | has the meaning given in Section 4. |
| Hard Placement Participants | has the meaning given in Section 4. |
| ITA | has the meaning given in Section 4. |
| Listing Rules | means the listing rules of ASX. |
| Material Investor | means in relation to the Company: |
| (a) a related party; |
|
| (b) Key Management Personnel; |
|
| (c) a substantial Shareholder; |
|
| (d) an advisor; or |
|
| (e) an associate of the above, |
|
| who received Shares which constituted more than 1% of the | |
| Company’s issued capital at the time of issue. | |
| Meeting | has the meaning given in the introductory paragraph of the Notice. |
| Notice | means this notice of general meeting. |
Page 12
| PearTree | means PearTree Securities Inc. |
|---|---|
| Placement | has the meaning given in Section 4. |
| Placement Participants | has the meaning given in Section 4. |
| Placement Shares | has the meaning given in Section 4. |
| Portland South Tenements | has the meaning given in Section 3.1. |
| Proxy Form | means the proxy form made available with the Notice. |
| Resolution | means a resolution referred to in the Notice. |
| Schedule | means a schedule to the Notice. |
| Section | means a Section of this Notice. |
| Securities | means any Equity Securities of the Company (including Shares, |
| Options and/or performance rights). | |
| Share | means a fully paid ordinary share in the capital of the Company. |
| Shareholder | means the holder of a Share. |
| Subscription Agreement | has the meaning given in Section 4. |
| Vendor | has the meaning given in Section 3.1. |
| Vendor Shares | has the meaning given in Section 3.1. |
| VWAP | means the volume weighted average price of the Company’s Shares. |
Page 13
Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
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Infini Resources Limited | ABN 77 656 098 583
Your proxy voting instruction must be received by 11:00am (AWST) on Tuesday, 24 March 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Infini Resources Limited, to be held at 11:00am (AWST) on Thursday, 26 March 2026 at The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 hereby: Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
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STEP 2 - Your voting direction
| Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|
| 1 Ratification of issue of Vendor Shares |
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| 2a Ratification of issue of FT Shares issued under Listing Rule 7.1 |
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| 2b Ratification of issue of FT Shares issued under Listing Rule 7.1A |
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| 3 Ratification of issue of Placement Shares |
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| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not | |||
| be counted in computing the required majority on a poll. |
| STEP 3 | STEP 3 | STEP 3 | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | |||||||||||||||||||||||||||
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| Individual | or Securityholder 1 | Securityholder 2 | Securityholder 3 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | ||||||||||||||||||||||||||||||||||||||||||||||||
| Contact Name: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Address: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | |||||||||||||||||||||||||||||||||||||||||||||||||
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| By providing | your | email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |