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KRAKATOA RESOURCES LIMITED Proxy Solicitation & Information Statement 2026

Mar 10, 2026

65207_rns_2026-03-10_081c6b19-bdee-4360-85f1-fc8d7828f37f.pdf

Proxy Solicitation & Information Statement

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Krakatoa Resources Limited

Notice of General Meeting

The General Meeting of the Company will be held at Level 8, London House, 216 St Georges Terrace, Perth, Western Australia 6000 on Friday, 10 April 2026 at 10:00am WST.

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 a suitably qualified professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Executive Chairman by telephone on +61 457 289 582.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

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Krakatoa Resources Limited ACN 155 231 575

( Company )

Notice of General Meeting

Notice is given that a general meeting of Krakatoa Resources Ltd will be held at Level 8, London House, 216 St Georges Terrace, Perth, Western Australia 6000 on Friday, 10 April 2026 at 10:00am (WST) ( Meeting ).

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.

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 as Shareholders on Wednesday, 8 April 2026 at 5:00pm (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Resolutions

Resolution 1 – Ratification of prior issue of New Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolutions the following:

'That the issue of 138,888,889 New Shares issued under Listing Rule 7.1 at $0.009 per Share is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 – Approval to issue New Options to Placement Participants

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That the issue of 69,444,445 New Options to Placement Participants (or their nominee/s) is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Approval to issue Lead Manager Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That the issue of 35,000,000 Lead Manager Options to the Lead Managers (or their nominees) is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 – Approval to issue Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That the issue of up to 400,000,000 Placement Shares is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

  • (a) Resolution 1, by or on behalf of any person who participated in the issue of the New Shares, or any of their respective associates;

  • (b) Resolution 2, by or on behalf of any 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 Shareholder) or any of their respective associates;

  • (c) Resolution 3, by or on behalf of Ignite Equity Pty Ltd and GBA Capital Pty Ltd (or their nominees) or any of their respective associates; and

  • (d) Resolution 4, by or on behalf of any 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 Shareholder) or any of their respective associates.

The above voting exclusion does not apply to a vote cast in favour of the relevant Resolution by:

  • (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; or

  • (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

  • (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:

  • (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

  • (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

Colin Locke Executive Chairman Krakatoa Resources Ltd Dated: 6 March 2026

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Krakatoa Resources Limited ACN 155 231 575

( Company )

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 Level 8, London House, 216 St Georges Terrace, Perth, Western Australia 6000 on Friday, 10 April 2026 at 10.00am (WST).

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 information about the following to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Voting and attendance information
Section 3 Background
Section 4 Resolution 1 – Ratification of issue of New Shares
Section 5 Resolution 2 – Approval to issue New Options to Placement Participants
Section 6 Resolution 3 – Approval to issue Lead Manager Options
Section 6.5 Resolution 4 – Approval to issue Placement Shares
Schedule 1 Definitions
Schedule 2 Terms and Conditions of New Options and Lead Manager Options

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 at the time, date and place set out above. You may still attend the Meeting and vote in person even if you have 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.

2.2 Voting by proxy

Shareholders are encouraged to vote by completing a Proxy Form.

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Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form to the Notice of Meeting.

Proxy Forms can be lodged:

Online: www.investorvote.com.au
By mail: Computershare Investor Services Pty Limited
GPO Box 242
Melbourne Victoria 3001, Australia
By fax: 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile: Scan the QR Code on your Proxy Form and follow the prompts

Your proxy voting instruction must be received by 10:00am (WST) on Wednesday, 8 April 2026 being not later than 48 hours before the commencement of the Meeting.

2.3

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

Subject to the following paragraph, if the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on any of the Resolutions by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention.

3

Background

On 4 February 2026, the Company announced that it had received firm commitments to raise approximately $1.25 million (before costs) via a placement of 138,888,889 new fully paid ordinary shares ( New Shares ) at an issue price of $0.009 per New Share ( Placement ). Subject to Shareholder approval, Placement Participants (defined below) will also receive one free-attaching quoted option for every two New Shares subscribed for, exercisable at $0.02 and expiring on 29 September 2028 ( New Options ).

The New Shares will be listed on ASX and rank equally with existing fully paid ordinary shares. Shares issued upon exercise of New Options will also rank equally with existing fully paid ordinary shares.

The proceeds received from the Placement will be applied towards the Phase 2 drilling program at the Zopkhito Antimony-Gold Project in Georgia ( Project ), exploration activities focused on resource growth, validation and conversion of the historical foreign resource, metallurgical studies to support future development studies, as well as costs of the Placement and general working capital.

Ignite Equity Pty Ltd and GBA Capital Pty Ltd acted as joint lead managers ( Lead Managers ) for the Placement. Subject to Shareholder approval, and as part consideration for acting as lead managers, the Lead Managers (or their nominees) will receive an aggregate 6% fee on funds raised under the Placement, in addition to 35,000,000 quoted Options ( Lead Manager Options ). The Lead Manager Options will be on the same terms as the New Options.

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The Company will seek quotation of the New Options and Lead Manager Options, subject to satisfaction of the minimum quotation requirements set out in Chapter 2 of the ASX Listing Rules.

The participants in the Placement are clients of the Lead Managers, being sophisticated and professional investors to whom a disclosure document does not need to be provided under the Corporations Act, and none of whom is a Material Investor ( Placement Participants ).

Following completion of the Placement, and assuming Shareholder approval is obtained for all Resolutions in this Notice, the Company's issued capital is expected to be as follows:

Security class Number
Shares on issue pre-Placement 1,073,372,120
New Shares 138,888,889
Total Shares 1,212,261,009
Existing Options 336,619,024
New Options 69,444,445
Lead Manager Options 35,000,000
Total Options 441,063,469
Existing performance rights 80,000,000
Total Performance Rights 80,000,000

4 Resolution 1 – Ratification of issue of New Shares

4.1 General

Details of the Placement are outlined in Section 3.

Resolution 1 seeks the approval of Shareholders to ratify the issue of New Shares under and for the purposes of Listing Rule 7.4.

4.2 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 New Shares does not fit within any of the exceptions to Listing Rule 7.1, as it has not yet been approved by Shareholders. This effectively utilises part of the 15% limit under Listing Rule 7.1, reducing 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 New Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further Equity Securities without shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

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To this end, Resolution 1 seeks Shareholder approval for the ratification of the New Shares under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the issue of the New Shares will be excluded in calculating the Company's 15% in 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 of the New Shares.

In the event that Resolution 1 is not passed, 138,888,889 Shares will 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 over the 12 month period following the issue of those New Shares.

4.3

Specific information required by Listing Rule 7.5

Under and for the purposes of Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of New Shares:

  • (a) the New Shares were issued to the Placement Participants, being sophisticated and professional investors who are clients of the Lead Managers, to whom a disclosure document does not need to be provided under the Corporations Act, and none of whom is a Material Investor;

  • (b) a total of 138,888,889 New Shares were issued on 10 February 2026 within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval

  • (c) the New 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;

  • (d) the New Shares were issued at $0.009 per New Share;

  • (e) the proceeds from the issue of the New Shares are intended to be used towards exploration activities at the Project as described in Section 3, as well as for costs of the Placement and general working capital;

  • (f) there are no additional material terms with respect to the agreements for the issue of the New Shares; and

  • (g) a voting exclusion statement is included in the Notice.

4.4 Board recommendation

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

5 Resolution 2 – Approval to issue New Options to Placement Participants

5.1 General

The details of the Placement are outlined in Section 3.

Resolution 2 seeks Shareholder approval for the issue of the New Options to the Placement Participants (or their nominees) under and for the purposes of Listing Rule 7.1.

5.2 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.

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The proposed issue of New Options does not fall within any of these exceptions and, therefore requires Shareholder approval under Listing Rule 7.1.

To this end, Resolution 2 seeks the required Shareholder approval to the issue of the New Options under and for the purposes of Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the New Options to the Placement Participants. 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 Resolution 3 is not passed, the Company will not be able to proceed with the issue of the New Options and the Placement Participants will not receive any New Options.

5.3 Specific information required pursuant to Listing Rule 7.3

Under and for the purposes of Listing Rule 7.3, the following information is provided in relation to the proposed issue of the New Options:

  • (a) the New Options will be issued to the Placement Participants, being sophisticated and professional investors who are clients of the Lead Managers, to whom a disclosure document does not need to be provided under the Corporations Act, and none of whom is a Material Investor;

  • (b) a maximum of 69,444,445 New Options will be issued to Placement Participants (or their nominees);

  • (c) a summary of the material terms of the New Options is included at Schedule 2;

  • (d) the New Options will be issued no later than three months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), and it is intended they be issued on the same date within a fortnight of the Meeting;

  • (e) the New Options will be issued for nil consideration, as they are being issued as free attaching Options to the New Shares subscribed for and issued to the Placement Participants under the Placement. Accordingly, no funds will be raised from the issue of the New Options;

  • (f) the purpose of the issue of the New Options is that they are attaching Options to the New Shares subscribed for and issued to Placement Participants under the Placement; and

  • (g) a voting exclusion statement is included in the Notice.

5.4 Board recommendation

Resolution 2 is an ordinary resolution.

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

6 Resolution 3 – Approval to issue Lead Manager Options

6.1 General

Details of the Placement and Lead Manager Options are outlined in Section 3.

Resolution 3 seeks Shareholder approval for the issue of the Lead Manager Options to the Lead Managers (or their nominees) under and for the purposes of Listing Rule 7.1.

6.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2 above.

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The proposed issue of Lead Manager Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

To this end, Resolution 3 seeks the required Shareholder approval to the issue of Lead Manager Options under and for the purposes of Listing Rule 7.1.

If Resolution 3 is passed, the issue of Lead Manager Options can proceed without using up any of the Company's 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options and will need to renegotiate payment terms with the Lead Managers, which will likely include the Company paying cash and therefore using its cash reserves.

6.3 Specific information required by Listing Rule 7.3

Under and for the purposes of Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Options:

  • (a) a maximum of 35,000,000 Lead Manager Options will be issued to the Lead Managers (or their nominees), none of whom is a related party of the Company;

  • (b) the Lead Manager Options will be exercisable at $0.02 each and expire on 29 September 2028 and will otherwise be issued on the terms and conditions set out in Schedule 2;

  • (c) the Lead Manager Options are intended to be issued on the same date, no later than three months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

  • (d) the Lead Manager Options will be issued for nil cash consideration, as part consideration for broking services provided in connection with the Placement. Accordingly, no funds will be raised from the issue;

  • (e) a summary of the arrangements with the Lead Managers is set out in Section 3; and

  • (f) a voting exclusion statement is included in the Notice.

6.4 Board recommendation

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

6.5 Resolution 4 – Approval to issue Placement Shares

6.6 General

Resolution 4 seeks approval of Shareholders to be authorised to undertake a share placement ( Future Placement ) of up to 400,000,000 Shares ( Placement Shares ) at a minimum issue price equal to 80% of the VWAP of the Company’s Shares over the 5 Trading Days immediately prior to the date of announcement of the Placement ( 5-day VWAP ).

The actual number of Placement Shares issued under the Future Placement may be less than the number for which approval is being sought under this Resolution 4. The actual number of Placement Shares issued by the Company will depend on various factors including, the level of demand under the Future Placement and the price at which Placement Shares are able to be issued.

In addition, the Company may also choose to utilise some or all of its placement capacity under Listing Rules 7.1 and 7.1A. The Company may determine to use its existing placement capacity

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in respect of any additional securities issued in connection with the Future Placement that exceed the number of Placement Shares approved by Shareholders for issue under this Resolution 4.

6.7 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 4.2 above.

The proposed issue of Placement Shares under Resolution 4 does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

The effect of Shareholders passing Resolution 4 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% limit under Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Placement Shares.

If Resolution 4 is not passed, the Company will be limited to the issuing of Placement Shares pursuant to the Company’s existing placement capacity under Listing Rules 7.1 and 7.1A

6.8

Specific information required by Listing Rule 7.3

Under and for the purposes of Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Placement Shares:

  • (a) The persons to whom the Placement Shares will be issued have not yet been identified but will be unrelated parties of the Company and are likely to be professional and sophisticated investors identified through a bookbuild process by seeking expressions of interest to participate in the Future Placement at the discretion of the Directors and with the involvement of a lead manager or broker should one be appointed by the Company. As at the date of this Notice, there is no agreement with a Material Investor to be issued more than 1% of the issued capital of the Company from participation in the Future Placement.

  • (b) A maximum of 400,000,000 Placement Shares will be issued.

  • (c) The Placement Shares will be fully paid ordinary shares and rank equally in all respects with the Company’s existing Shares on issue.

  • (d) The Placement Shares will be issued no later than 3 months after the date of the Meeting.

  • (e) The issue price per Placement Share has not yet been determined but will not be less than 80% of the 5-day VWAP. By way of illustration only, the following table shows the issue price per Placement Share and amount that could be raised (before costs), based on:

  • (i) the current market price ($0.007), being the price of Shares on ASX on the latest practicable date before finalising this Notice (i.e. 5 March 2026);

  • (ii) twice the current market price ($0.014); and

  • (iii) half the current market price ($0.0035),

and assuming the Company issues 400,000,000 Placement Shares.

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5-day VWAP Issue Price Proceeds (before costs)
$0.007 $0.0056 $2,240,000
$0.014 $0.0112 $4,480,000
$0.0035 $0.0028 $1,120,000
  • (f) The proceeds from the Future Placement are intended to be used towards exploration activities at the Project as described in Section 3 and general working capital purposes.

  • (g) As at the date of this Notice, there are no agreements in relation to the issue of the Placement Shares. However, it is likely the Company will enter into customary placement agreements with participants of the Future Placement once identified.

  • (h) A voting exclusion statement is included in the Notice.

6.9 Board recommendation

Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$ means Australian Dollars. 5-day VWAP has the meaning given in Section 7.1. ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Board means the board of Directors. Chair means the person appointed to chair the Meeting of the Company convened by the Notice. Company means Krakatoa Resources Limited (ACN 155 231 575). Corporations Act means the Corporations Act 2001 (Cth). 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. Future Placement has the meaning given in Section 6.6. 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.

Lead Manager means each of Ignite Equity Pty Ltd and GBA Capital Pty Ltd (together, Lead Managers ). Lead Manager Options has the meaning given in Section 3. Listing Rules means the listing rules of ASX. Material Investor means, in relation to the Company:

• a related party; • Key Management Personnel; • a substantial Shareholder; • an advisor; or • an associate of the above,

who received or will receive Securities in the Company which constitute more than 1% of the Company's anticipated capital structure at the time of issue.

Meeting

has the meaning given in the introductory paragraph of the Notice.

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New Option has the meaning given in Section 3. New Shares has the meaning given in Section 3. Notice means this notice of general meeting. Option means an option to acquire a Share. Placement has the meaning given in Section 3. Placement Participants has the meaning given in Section 3. Placement Shares has the meaning given in Section 6.6. Project has the meaning given in Section 3. Proxy Form means the proxy form attached to the Notice. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. 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. WST means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 Terms and Conditions of New Options and Lead Manager Options

The terms of the New Options and Lead Manager Options (below defined as 'Options') are as follows:

  • 1 ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

  • 2 ( Issue Price ): No issue price is payable for the Options.

  • 3 ( Exercise Price ): The Options have an exercise price of $0.02 per Option ( Exercise Price ).

  • 4 ( Expiry Date ): The Options expire at 5.00 pm (AEDT) on 29 September 2028 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

  • 5 ( Exercise Period ): The Options are exercisable at any time up to the Expiry Date.

  • 6 ( Quotation of the Options ): The Company will apply for quotation of the Options on ASX.

  • 7 ( Transferability of the Options ): The Options are freely transferable, subject to compliance with the Corporations Act.

  • 8 ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) 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.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

  • 9 ( Timing of issue of Shares on exercise ): Within 5 Business Days after the later of the following:

  • (a) the Exercise Date; and

  • (b) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

  • (c) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

  • (d) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

  • (e) apply for quotation on the ASX of Shares issued pursuant to the exercise of the Options.

  • 10 ( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph 9(d), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

  • 11 ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.

  • 12 ( Quotation of Shares on exercise ): Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

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  • 13 ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

  • 14 ( 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.

  • 15 ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

  • (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

  • (b) no change will be made to the Exercise Price.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

KTA

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Wednesday, 8 April 2026.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

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I 9999999999

I ND

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Krakatoa Resources Limited hereby appoint the Chair OR of the Meeting

Please mark

to indicate your directions

XX

PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Krakatoa Resources Limited to be held at Level 8, London House, 216 St Georges Terrace, Perth, Western Australia 6000 on Friday, 10 April 2026 at 10:00am (AWST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain Against Abstain
Resolution 1 Ratification of prior issue of New Shares
Resolution 2 Approval to issue New Options to Placement Participants
Resolution 3 Approval to issue Lead Manager Options
Resolution 4 Approval to issue Placement Shares

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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