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KUNIKO LIMITED — Proxy Solicitation & Information Statement 2026
Mar 15, 2026
65194_rns_2026-03-15_39d482e6-65b4-48b9-a084-53736b235580.pdf
Proxy Solicitation & Information Statement
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16 March 2026
Dear Shareholders
GENERAL MEETING
Kuniko Limited (ASX:KNI) (the Company ) is convening a General Meeting of shareholders to be held on 15 April 2026 at 9:00am (WST) at Level 1, 1 Alvan Street, Subiaco WA 6008 ( Meeting ).
The Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has requested a hard copy. The Notice of Meeting and Explanatory Memorandum can be viewed and downloaded from the link set out below.
- https://kuniko.eu/investment centre/
Alternatively, a complete copy of the Notice of Meeting and Explanatory Statement has been posted on the Company’s ASX market announcements page.
The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting and register their attendance prior to the Meeting if they intend to attend. Proxy voting instructions must be received by the share registry no later than 9:00(WST) on 13 April 2026, being 48 hours before the meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting.
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting and Explanatory Statement.
In order to receive electronic communications from the Company in the future, please update your Shareholder details online at https://investor.automic.com.au/#/home and log in with your unique shareholder identification number and postcode (or country for overseas residents), where you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab.
If you are unable to access the Notice of Meeting and Explanatory Memorandum online please contact the Company Secretary, Joel Ives, on +61 8 6364 5095 or via email at [email protected].
The Notice of Meeting and Explanatory Memorandum are important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.
This announcement is authorised for market release by the Joint Company Secretary of Kuniko Limited.
Sincerely,
Joel Ives Joint Company Secretary
Kuniko Ltd.
Level 28, AMP Tower, 140 St Georges Terrace, Perth WA 6000, Australia
KUNIKO LIMITED ACN 619 314 055 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 9:00am (WST) DATE : Wednesday, 15 April 2026 PLACE : Level 1 1 Alvan Street SUBIACO WA 6008
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on 13 April 2026.
B U S I N E S S OF TH E M E E T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER TRANCHE 1 OF THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 19,399,423 Shares issued pursuant to Listing Rule 7.1 to the Unrelated Placement Participants on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER TRANCHE 1 OF THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,932,948 Shares issued pursuant to Listing Rule 7.1A to the Unrelated Placement Participants on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS UNDER TRANCHE 1 OF THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 16,166,186 Placement Options to the Unrelated Placement Participants (or their nominees) on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES UNDER TRANCHE 2 OF THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 36,535,554 Shares to Unrelated Placement Participants (or their nominees) on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE PLACEMENT OPTIONS UNDER TRANCHE 2 OF THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 18,267,777 Placement Options to Unrelated Placement Participants (or their nominees) on the terms and conditions set out in the Explanatory Statement.”
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6. RESOLUTION 6 – APPROVAL OF DIRECTOR PARTICIPATION IN THE PLACEMENT – GAVIN REZOS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 943,396 Shares together with 471,698 Placement Options to Mr Gavin Rezos (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
7. RESOLUTION 7 – APPROVAL OF DIRECTOR PARTICIPATION IN THE PLACEMENT – BRENDAN BORG
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 943,396 Shares together with 471,698 Placement Options to Mr Brendan Borg (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE BROKER OPTIONS TO ALPINE CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,900,943 Broker Options to Alpine Capital Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – APPROVAL TO ISSUE BROKER OPTIONS TO JP EQUITY HOLDINGS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,900,943 Broker Options to JP Equity Holdings Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
10. RESOLUTION 10 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – GAVIN REZOS
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,540,881 Shares to Mr Gavin Rezos (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
11. RESOLUTION 11 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – MAJA MCGUIRE
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 408,551 Shares to Ms Maja McGuire (or her nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
12. RESOLUTION 12 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – BRENDAN BORG
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 636,792 Shares to Mr Brendan Borg (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
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13. RESOLUTION 13 – APPROVAL TO ISSUE SHARES TO MAJA MCGUIRE
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 943,396 Shares to Ms Maja McGuire (or her nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
Dated: 11 March 2026
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Voting Prohibition Statements
| Resolution 6 – Approval of Director Participation in the Placement – Gavin Rezos |
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 6 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party. |
|---|---|
| Resolution 7 – Approval of Director Participation in the Placement – Brendan Borg |
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party. |
| Resolution 10 – Approval to issue Shares in Lieu of Directors’ Fees – Gavin Rezos |
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 10 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
| Resolution 11 – Approval to issue Shares in Lieu of Directors’ Fees – Maja McGuire |
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 11 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 11 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 11 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
| Resolution 12 – Approval to issue Shares in Lieu of Directors’ Fees – Brendan Borg |
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 12 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 12 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy |
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| even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
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| Resolution 13 – Approval to issue Shares to Maja McGuire |
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 1 – Ratification of prior issue of Shares under Tranche 1 of the Placement |
The Unrelated Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
|---|---|
| Resolution 2 – Ratification of prior issue of Shares under Tranche 1 of the Placement |
The Unrelated Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 3 – Approval to issue Placement Options under Tranche 1 of the Placement |
The Unrelated Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 4 – Approval to issue Shares under Tranche 2 of the Placement |
The Unrelated Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 5 – Approval to issue Placement Options under Tranche 2 of the Placement |
The Unrelated Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 6 – Approval of Director Participation in the Placement – Gavin Rezos |
Mr Gavin Rezos (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 7 – Approval of Director Participation in the Placement – Brendan Borg |
Mr Brendan Borg (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 8 – Approval to issue Broker Options to Alpine Capital |
Alpine Capital Pty Ltd (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 9 – Approval to issue Broker Options to JP Equity Holdings |
JP Equity Holdings Pty Ltd (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 10 – Approval to issue Shares in Lieu of Directors’ Fees – Gavin Rezos |
Mr Gavin Rezos (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 11 – Approval to issue Shares in Lieu of Directors’ Fees – Maja McGuire |
Ms Maja McGuire (or her nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 12 – Approval to issue Shares in Lieu of Directors’ Fees – Brendan Borg |
Mr Brendan Borg (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 13 – Approval to issue Shares to Maja McGuire |
Ms Maja McGuire (or her nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Automic Registry Services will need to verify your identity. You can register from 8:30am (WST) on the day of the Meeting.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6364 5095.
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E X PL A N A T O R Y S T A T EM E N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND TO RESOLUTIONS 1 TO 9
1.1 Placement
As announced on 20 February 2026, the Company has received firm commitments from unrelated institutional and sophisticated investors ( Unrelated Placement Participants ) and two of the Directors to raise approximately $3.75 million (before costs), through a twotranche placement of 70,754,717 Shares at an issue price of $0.053 per Share, together with one (1) free attaching listed Option (exercisable at $0.07 and expiring on the date that is three (3) years from the date of issue, and otherwise on the terms and conditions set out in Schedule 1) ( Placement Options ) for every two (2) Shares subscribed for and issued ( Placement ).
(a) Tranche 1
On 2 March 2026, the Company issued 32,332,371 Shares at an issue price of $0.053 per Share under tranche one of the Placement ( Tranche 1 ) to the Unrelated Placement Participants, comprising:
(i) 19,399,423 Shares issued under the Company’s Listing Rule 7.1 placement capacity (being, the subject of Resolution 1); and
(ii) 12,932,948 Shares issued under the Company’s Listing Rule 7.1A placement capacity (being, the subject of Resolution 2).
Resolutions 1 and 2 of this Notice seek Shareholder approval for the ratification of an aggregate of 32,332,371 Shares issued under Tranche 1 of the Placement.
The free attaching Placement Options under Tranche 1 will be issued subject to Shareholder approval (being, the subject of Resolution 3).
(b) Tranche 2 The Company is proposing to issue the remaining 36,535,554 Shares and 18,267,777 Placement Options to the Unrelated Placement Participants (or their nominee(s)) under tranche two of the Placement, subject to Shareholder approval of Resolutions 4 and 5 ( Tranche 2 ).
The Company is also seeking Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of up to an aggregate of 1,886,792 Shares and 943,396 Placement Options to permit Directors, Messrs Gavin Rezos and Brendan Borg, to participate in Tranche 2 of the Placement, on the same terms as the Unrelated Placement Participants (being the subject of Resolutions 6 and 7).
- (c) Joint Lead Managers
The Company engaged Alpine Capital Pty Ltd (ACN 155 409 653) (AFSL 422477) ( Alpine ) and JP Equity Holdings Pty Ltd (ACN 626 933 364) (AFSL 512529) ( JP Equity ) (together, the Joint Lead Managers ) as joint lead managers to the Placement pursuant to a joint lead manager mandate dated 16 February 2026 ( JLM Mandate ). Under the JLM Mandate, the Company agreed to pay/issue the Joint Lead Managers (in equal proportions):
(i) a management fee of 2% (plus GST) of the amount raised under the Placement;
(ii) a selling fee of 4% (plus GST) of the amount raised under the Placement;
(iii) a success fee of $50,000 (plus GST) for raising in excess of $3 million plus 1% of all the funds raised in excess of $3 million;
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(iv)
to Alpine, an introduction fee of $15,000 (plus GST); and
(v) an aggregate of 15,801,886 Options on the same terms and conditions as the Placement Options ( Broker Options ):
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(A) 7,900,943 Broker Options to Alpine (or its nominee(s)) (being, the subject of Resolution 8); and
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(B) 7,900,943 Broker Options to JP Equity (or its nominee(s)) (being, the subject of Resolution 9).
1.2 Use of funds
Proceeds raised under the Placement will enable the Company to advance its existing Commonwealth Project by integrating its various workstreams, accelerating follow-up drilling on both resource extensions and newly defined district targets, and driving systematic mineral resource growth.
2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER TRANCHE 1 OF THE PLACEMENT
2.1 General
Resolutions 1 and 2 seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of the 32,332,371 Shares under Tranche 1 of the Placement.
As set out in Section 1.1(a), 19,399,423 Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 12,932,948 Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution 2).
2.2 Listing Rules 7.1 and 7.1A
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 securities it had on issue at the start of that 12-month period.
Under Listing Rule 7.1A however, 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 annual general meeting held on 29 May 2025.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing 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 date of the issue.
2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
2.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12month period following the date of the issue.
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If these Resolutions are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of the issue.
2.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
The Unrelated Placement Participants, being professional and sophisticated investors who were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
An aggregate of 32,332,371 Shares was issued on the following basis: (a) 19,399,423 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 1); and (b) 12,932,948 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2). |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities were issued |
2 March 2026 |
| Price or other consideration the Company received for the Securities |
$0.053 per Share issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.2 for details of the proposed use of funds raised under the Placement. |
| Summary of material terms of agreement to issue |
The Shares issued under Tranche 1 of the Placement were not issued under an agreement. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1 or Listing Rule 7.1A. |
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3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS UNDER TRANCHE 1 OF THE PLACEMENT
3.1 General
This Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the 16,166,186 Placement Options to the Unrelated Placement Participants as free-attaching Options under Tranche 1 of the Placement ( T1 Placement Options ).
3.2 Listing Rule 7.1
As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
3.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue of the T1 Placement Options and complete Tranche 1. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue of the T1 Placement Options. Consequently, the Company may be in breach of the terms of the Placement and may be required to compensate the Unrelated Placement Participants under Tranche 1 by alternative means.
3.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
The Unrelated Placement Participants (or their nominee(s)), being professional and sophisticated investors who were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
16,166,186 T1 Placement Options will be issued under Tranche 1 of the Placement. |
| Terms of Securities | The T1 Placement Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the T1 Placement Options within 5 Business Days of the Meeting. In any event, the Company will not issue any T1 Placement Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The T1 Placement Options will be issued at a nil issue price, as free-attaching options issued in connection with the participation of the Unrelated Placement Participants in Tranche 1 of the Placement. Each T1 Placement Option is exercisable at $0.07 per T1 Placement Option. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue of the T1 Placement Options is to satisfy the Company’s obligations under the Placement. |
| Summary of material terms of agreement to issue |
The T1 Placement Options are not being issued under an agreement. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
4. RESOLUTIONS 4 AND 5 – APPROVAL TO ISSUE SHARES AND PLACEMENT OPTIONS UNDER TRANCHE 2 OF THE PLACEMENT
4.1 General
These Resolutions 4 and 5 seek Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 36,535,554 Shares and 18,267,777 free attaching Placement Options ( T2 Placement Options ) (together, the T2 Securities ) to Unrelated Placement Participants (or their nominees) pursuant to Tranche 2 of the Placement.
4.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue of the T2 Securities does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.
4.3 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue and complete part of Tranche 2 of the Placement. 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 these Resolutions are not passed, the Company will not be able to proceed with the issue. Consequently, the Company will not be able to complete part of Tranche 2 of the Placement and unable to raise the full amount under the Placement.
4.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
The Unrelated Placement Participants (or their nominee(s)), being professional and sophisticated investors who were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
36,535,554 Shares (Resolution 4) and 18,267,777 T2 Placement Options (Resolution 5) will be issued under Tranche 2 of the Placement to the Unrelated Placement Participants. |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The T2 Placement Options will be issued on the terms and conditions set out in Schedule 1. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the T2 Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any T2 Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
$0.053 per Share. The T2 Placement Options will be issued at a nil issue price, as free-attaching options issued in connection with the participation of Unrelated Placement Participants in Tranche 2 of the Placement. Each T2 Placement Option is exercisable at $0.07 per T2 Placement Option. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.2 for details of the proposed use of funds raised under the Placement. |
| Summary of material terms of agreement to issue |
The T2 Securities are not being issued under an agreement. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
5. RESOLUTIONS 6 AND 7 – APPROVAL OF DIRECTOR PARTICIPATION IN THE PLACEMENT
5.1 General
As set out in Section 1.1(b), Directors, Messrs Gavin Rezos and Brendan Borg (together, the Related Party Participants ), wish to participate in the Placement for up to an aggregate of $100,000 under the Placement on the same terms as the Unrelated Placement Participants ( Participation ).
Accordingly, Resolutions 6 and 7 seek Shareholder approval under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of an aggregate of up to 1,886,792 Shares and 943,396 Placement Options to the Related Party Participants (or their nominee(s)), comprising:
-
(a) 943,396 Shares and 471,698 Placement Options to Mr Rezos (or his nominee(s)) (the subject of Resolution 6); and
-
(b) 943,396 Shares and 471,698 Placement Options to Mr Borg (or his nominee(s)) (the subject of Resolution 7);
on the terms set out below.
The Shares and Placement Options to be issued pursuant to the Participation are herein together referred to as the Participation Securities .
5.2 Directors’ Recommendation
Director, Ms Maja McGuire, recommends that Shareholders vote in favour of these Resolutions to enable the Related Party Participants to participate in the Placement on the same terms as Unrelated Placement Participants.
Each Director (other than Ms McGuire) has a material personal interest in the outcome of these Resolutions on the basis that the Directors (other than Ms McGuire) (or their nominee(s)) are to be issued Participation Securities should these Resolutions be passed. For this reason, the Directors (other than Ms McGuire) do not believe that it is appropriate to make a recommendation on these Resolutions.
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5.3 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
-
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
-
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The Participation constitutes giving a financial benefit and the Related Party Participants are related parties of the Company by virtue of being Directors.
As the Participation Securities are proposed to be issued to all of the Directors other than, Ms McGuire, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the Participation. Accordingly, Shareholder approval for the issue is sought in accordance with Chapter 2E of the Corporations Act.
5.4 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
-
10.11.1 a related party;
-
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
-
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
-
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
-
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
Resolutions 6 and 7 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.
5.5 Technical information required by Listing Rule 14.1A
If Resolutions 6 and 7 are passed, the Company will be able to proceed with the issue of the Participation Securities within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.2 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Participation Securities (because approval is being obtained under Listing Rule 10.11), the issue of the Participation Securities will not use up any of the Company’s 15% annual placement capacity.
If Resolutions 6 and 7 are not passed, the Company will not be able to proceed with the issue of the Participation Securities and the Company will not be able to raise the full amount under the Placement.
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5.6 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the persons to whom Securities will be issued |
Directors, Messrs Rezos and Borg. |
| Categorisation under Listing Rule 10.11 |
Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the proposed recipients who receive Participation Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. |
| Number of Securities and class to be issued |
The maximum number of Participation Securities to be issued (being the nature of the financial benefit proposed to be given) and the allocation between the recipients is set out in Section 5.1 above. |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Placement Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Participation Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Participation Securities later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The Shares will have an issue price of $0.053, and the issue price of the Placement Options will be nil, being the same issue price as the Shares and Placement Options issued to the Unrelated Placement Participants pursuant to the Placement. The Company will not receive any other consideration for the issue of the Participation Securities (other than in respect of funds received on exercise of the Placement Options). |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the Placement is to raise capital, which the Company intends to use in the manner set out in Section 1.2. |
| Consideration of type and quantum of Security to be issued |
The quantum of Participation Securities to be offered under the capital raising, the ratio of Shares and Options, the terms of the Options and the pricing of the Shares was determined in conjunction with the Joint Lead Managers. The Related Party Participants are seeking to participate in the Placement on the same terms as the unrelated institutional, professional and sophisticated investors who took part in the Placement. It is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Participation Securities on the terms proposed. |
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| REQUIRED INFORMATION | DETAILS | DETAILS | DETAILS |
|---|---|---|---|
| Valuation | The value of the Placement Options and the pricing methodology is set out in Schedule 2. The value of the Shares proposed to be issued is set out in the table below, based on a valuation of $0.053 per Share (being the issue price of the Shares proposed to be issued, which is equivalent to the price at which Shares were issued to unrelated participants in the Placement). RECIPIENT SHARES VALUE Gavin Rezos 943,396 $50,000 Brendan Borg 943,396 $50,000 Total 1,886,792 $100,000 |
||
| RECIPIENT | SHARES | VALUE | |
| Gavin Rezos | 943,396 | $50,000 | |
| Brendan Borg | 943,396 | $50,000 | |
| Total | 1,886,792 | $100,000 | |
| Summary of material terms of agreement to issue |
The Participation Securities are not being issued under an agreement. |
||
| Interest in Securities | The relevant interests of the proposed recipients in Securities as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice RECIPIENT SHARES2 OPTIONS PERFORMANCE RIGHTS5 UN- DILUTED FULLY DILUTED Gavin Rezos 5,810,070 1,984,1743 6,000,000 3.60% 6.67% Brendan Borg 1,900,000 1,158,3344 4,500,000 1.18% 3.65% Post issue RECIPIENT SHARES1 OPTIONS PERFORMANCE RIGHTS5 Gavin Rezos 6,753,466 2,455,872 6,000,000 Brendan Borg 2,843,396 1,630,032 4,500,000 Notes: 1. The above tables exclude any other Securities that may be approved and issued to the Directors pursuant to this Meeting. 2. Fully paid ordinary shares in the capital of the Company (ASX:KNI). 3. Comprising: (a) 484,174 unquoted Options exercisable at $0.14 on or before 22 September 2027; (b) 750,000 unquoted Options exercisable at $0.69 on or before 11 May 2027; and (c) 750,000 unquoted Options exercisable at $0.921 on or before 11 May 2027. 4. Comprising: (a) 158,334 unquoted Options exercisable at $0.14 on or before 22 September 2027 (b) 500,000 unquoted Options exercisable at $0.69 on or before 11 May 2027; and (c) 500,000 unquoted Options exercisable at $0.921 on or before 11 May 2027. 5. Convertible into Shares subject to satisfaction of certain milestones. |
||
| Dilution | If the Placement Securities issued under these Resolutions are issued and the Placement Options are exercised,a total of 2,830,188 Shares would be issued. This |
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| REQUIRED INFORMATION | DETAILS | DETAILS | DETAILS |
|---|---|---|---|
| will increase the number of Shares on issue from 161,661,859 (being the total number of Shares on issue as at the date of this Notice) to 164,492,047 (assuming that no Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.72%, comprising 0.86% by Mr Rezos and 0.86% by Mr Borg. |
|||
| Market price | The market price for Shares during the term of the Placement Options would normally determine whether or not the Placement Options are exercised. If, at any time any of the Placement Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Placement Options, there may be a perceived cost to the Company. |
||
| Trading history | The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below: PRICE DATE Highest $0.175 28 April 2025 Lowest $0.049 4 March 2026 Last $0.053 10 March 2026 |
||
| PRICE | DATE | ||
| Highest Lowest Last |
$0.175 | 28 April 2025 | |
| $0.049 | 4 March 2026 | ||
| $0.053 | 10 March 2026 | ||
| Other information | The Board is not aware of any other reasonably required by Shareholders decide whether it is in the best interests pass these Resolutions. |
information that is to allow them to of the Company to |
|
| Voting exclusion statements |
Voting exclusion statements apply to these Resolutions. | ||
| Voting prohibition statements |
Voting prohibition statements apply to these Resolutions. |
6. RESOLUTIONS 8 AND 9 – APPROVAL TO ISSUE BROKER OPTIONS TO JOINT LEAD MANAGERS
6.1 General
As set out in Section 1.1(c) above, the Company engaged the Joint Lead Managers to act as joint lead managers to the Placement.
These Resolutions 8 and 9 seek Shareholder approval for the purposes of Listing Rule 7.1 for the issue of an aggregate of up to 15,801,886 Broker Options to the Joint Lead Managers, comprising:
-
(a) up to 7,900,943 Broker Options to Alpine (or its nominee(s)) (being, the subject of Resolution 8); and
-
(b) up to 7,900,943 Broker Options to JP Equity (or its nominee(s)) (being, the subject of Resolution 9).
6.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
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6.3 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issues and satisfy part of its payment obligations under the JLM Mandate. 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 these Resolutions are not passed, the Company will not be able to proceed with the issues. Consequently, the Company will not be able to satisfy part of its payment obligations under the JLM Mandate and may be required to renegotiate the terms of the JLM Mandate or otherwise satisfy part of the fees by alternative means, including cash.
6.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
Joint Lead Managers (or their nominee(s)). |
| Number of Securities and class to be issued |
An aggregate of 15,801,886 Broker Options will be issued, comprising: (a) 7,900,943 Broker Options to Alpine (or its nominee(s)) (being, the subject of Resolution 8); and (b) 7,900,943 Broker Options to JP Equity (or its nominee(s)) (being, the subject of Resolution 9). |
| Terms of Securities | The Broker Options will be issued on the terms and conditions set out in Schedule 1 (being the same terms as the Placement Options). |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Broker Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Broker Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The Broker Options will be issued at a nil issue price in consideration for joint lead manager services provided by the Joint Lead Managers. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy part of the Company’s obligations under the JLM Mandate. |
| Summary of material terms of agreement to issue |
The Broker Options are being issued under the JLM Mandate a summary of the material terms of which is set out in Section 1.1(c). |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
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7. RESOLUTIONS 10 TO 12 – APPROVAL TO ISSUE SHARES TO RELATED PARTIES IN LIEU OF DIRECTORS’ FEES
7.1 General
Resolutions 9 to 11 seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of an aggregate of up to 2,586,224 Shares to the Directors, Mr Gavin Rezos, Ms Maja McGuire and Mr Brendan Borg (or their nominee(s)) in lieu of outstanding accrued director fees payable to the Directors, and on the terms and conditions set out below.
Further details in respect of issue are set out in the table below.
| OUTSTANDING | ACCRUED DIRECTOR’S FEE / SALARY | SHARES2 | ||
|---|---|---|---|---|
| RECIPIENT | RESOLUTION | $1 | ACCRUAL PERIOD | |
| Gavin Rezos | Resolution 10 | 81,667 | 1 August 2025 to 28 February 2026 | 1,540,881 |
| Maja McGuire | Resolution 11 | 21,653 | 1 July 2025 to 31 December 2025 | 408,551 |
| Brendan Borg | Resolution 12 | 33,750 | 1 July 2025 to 28 February 2026 | 636,792 |
| Total | 137,070 | - | 2,586,224 |
Notes:
-
This is the maximum amount of outstanding accrued Directors’ fees that the Company will convert into equity. The Company reserves the right to convert all or a portion of the accrued Directors’ fees.
-
Based on a deemed issue price of $0.053 per Share. Refer to Section 7.6 for further information.
7.2 Directors’ Recommendation
Each Director has a material personal interest in the outcome of these Resolutions on the basis that all of the Directors (or their nominee(s)) are to be issued Shares should these Resolutions be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on these Resolutions.
7.3 Chapter 2E of the Corporations Act
A summary of Chapter 2E of the Corporations Act is set out in Section 5.3 above.
The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.
As Shares are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue. Accordingly, Shareholder approval for the issue is sought in accordance with Chapter 2E of the Corporations Act.
7.4 Listing Rule 10.11
A summary of Listing Rule 10.11 is set out in Section 5.4 above.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
7.5 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will satisfy outstanding director fees owed to the Directors. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.
If these Resolutions are not passed, the Company will not be able to proceed with the issue and will need to find alternative methods of paying the outstanding fees to the Directors, including by cash, which may not be as cost effective for the Company.
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7.6 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the persons to whom Shares will be issued |
The Directors (or their nominee(s)). |
| Categorisation under Listing Rule 10.11 |
Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the proposed recipients who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. |
| Number of Shares and class to be issued |
The maximum number of Shares to be issued (being the nature of the financial benefit proposed to be given) and the allocation between the recipients is set out in the table included at Section 7.1 above. |
| Terms of Shares | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Shares will be issued |
The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Shares |
The Shares will be issued at a deemed issue price of $0.053 per Share (being the same price as the issue price of Shares under the Placement) in lieu of outstanding accrued directors’ fees as outlined in Section 7.1 above. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy accrued director’s fees owed to the Directors for the periods outlined in Section 7.1 above. |
| Consideration of type and quantum of Security to be issued |
The deemed issue price of the Shares was determined to align with the shares issued under the Placement. It is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares on the terms proposed. |
| Remuneration | The total remuneration package for each of the proposed recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below: RELATED PARTY CURRENT FINANCIAL YEAR ENDING 31 DECEMBER 2026 PREVIOUS FINANCIAL YEAR ENDED 31 DECEMBER 2025 Gavin Rezos 207,3151 107,5212 Maja McGuire 168,3193 49,6774 Brendan Borg 102,9865 44,5486 Notes: 1. Comprising Directors’ fees of $150,000 exclusive of superannuation and share-based payments of $57,315 . 2. Comprising Directors’ fees of $103,125 exclusive of superannuation and share-based payments of $4,397. 3. Comprising Directors’ fees of $125,333 exclusive of |
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| REQUIRED INFORMATION | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| superannuation and share-based payments of $42,986. 4. Comprising Directors’ fees of $46,379 exclusive of superannuation and share-based payments of $3,298. 5. Comprising Directors’ fees of $60,000 exclusive of superannuation and share-based payments of $3,298. 6. Comprising Directors’ fees of $41,250 exclusive of superannuation and share-based payments of $42,986 . |
||||||||||||
| Valuation | The value of the Shares proposed to be issued is set out in the table below, based on a valuation of $0.053 per Share. |
|||||||||||
| RECIPIENT | SHARES | VALUE | ||||||||||
| Gavin Rezos | 1,540,881 | $81,667 $21,653 $33,750 137,070 |
||||||||||
| Maja McGuire | 408,551 | |||||||||||
| Brendan Borg | 636,792 | |||||||||||
| Total | 2,586,224 | |||||||||||
| Summary of material terms of agreement to issue |
The Shares are not being issued under an agreement. | |||||||||||
| Interest in Shares | The relevant interests of the proposed recipients in Shares as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice Refer to section 5.6 for the Security interests of Messrs Rezos and Borg. |
|||||||||||
| RECIPIENT | SHARES2 | OPTIONS | PERFORMANCE | UN- | FULLY | |||||||
| RIGHTS4 | DILUTED | DILUTED | ||||||||||
| Maja McGuire | 753,406 | 1,123,8903 | 4,500,000 | 0.47% | 3.08% | |||||||
| Post issue | ||||||||||||
| RECIPIENT | SHARES2 | OPTIONS | PERFORMANCE RIGHTS4 |
|||||||||
| Gavin Rezos | 7,350,951 | 1,984,174 | 6,000,000 | |||||||||
| Brendan Borg | 2,536,792 | 1,158,334 | 4,500,000 | |||||||||
| Maja McGuire | 1,161,957 | 1,123,890 | 4,500,000 | |||||||||
| Notes: 1. The above tables exclude any other Securities that may be approved and issued to the Directors pursuant to this Meeting. 2. Fully paid ordinary shares in the capital of the Company (ASX:KNI). 3. Comprising: (a) 42,416 unquoted Options exercisable at $0.14 on or before 22 September 2027; (b) 81,474 unquoted Options exercisable at $0.14 on or before 5 December 2027; (c) 500,000 unquoted Options exercisable at $0.69 on or before 11 May 2027; and (d) 500,000 unquoted Options exercisable at $0.921 on or before 11 May 2027. 4. Convertible into Shares subject to satisfaction of certain milestones. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Dilution | If the Shares under these Resolutions are issued, these issues will increase the number of Shares on issue from 161,661,859 (being the total number of Shares on issue as at the date of this Notice) to 164,248,083 (assuming that no Shares are issued and no other convertible shares vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.57%, comprising 0.94% by Mr Rezos, 0.25% by Ms McGuire and 0.39% by Mr Borg. |
| Trading history | Refer to section 5.6 for the trading history of the Shares on ASX in the 12 months before the date of this Notice. |
| Other information | The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions. |
| Voting exclusion statements |
Voting exclusion statements apply to these Resolutions. |
| Voting prohibition statements |
Voting prohibition statements apply to these Resolutions. |
8. RESOLUTION 13 – APPROVAL TO ISSUE SHARES TO MAJA MCGUIRE
8.1 General
As announced on 19 December 2025, Ms McGuire was appointed as Interim Managing Director of the Company.
Ms McGuire is engaged in this role under an executive services agreement ( McGuire ESA ), the material terms of which are summarised as follows:
| Position | Interim Managing Director |
|---|---|
| Term | Six (6) months initial term, commencing on 19 December 2025 and until 19 June 2026, or unless terminated prior in accordance with the terms of the McGuire ESA. |
| Termination | Following the initial term, either Ms McGuire or the Company may terminate the McGuire ESA with one (1) months’ notice. |
| Base Salary | $200,000 (inclusive of superannuation) per annum, of which half of the base salary is payable in Shares, subject to shareholder approval. |
This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue of 943,396 Shares to Ms McGuire (or her nominee(s)) for the conversion of $50,000 of her base salary into Shares at a deemed issue price equal to the issue price under the Placement ($0.053) ( McGuire Shares ) pursuant to the terms of the McGuire ESA, and on the terms and conditions set out below.
8.2 Directors’ recommendation
The Directors (other than Ms McGuire) do not have a material personal interest in the outcome of this Resolution due to the fact that they have no relevant interest in the McGuire Shares and it is not proposed that they will be issued any McGuire Shares.
The Directors (other than Ms McGuire) recommend that Shareholders approve this Resolution as the issue of the McGuire Shares will fairly remunerate Ms McGuire for her managing director services. Without the issue of the McGuire Shares, the Company will be required to pay Ms McGuire’s Managing Director salary in cash, which may not be as cost effective for the Company.
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8.3 Chapter 2E of the Corporations Act
A summary of Chapter 2E of the Corporations Act is set out in Section 5.3 above.
The issue constitutes giving a financial benefit and Ms McGuire is a related party of the Company by virtue of being a Director.
The Directors (other than Ms McGuire who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Shares, reached as part of the remuneration package for Ms McGuire, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
8.4 Listing Rule 10.11
A summary of Listing Rule 10.11 is set out in Section 5.4 above.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
8.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will satisfy the part payment of Ms McGuire’s salary under the McGuire ESA. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue and the Company will be required to consider other mechanisms to properly remunerate Ms McGuire, including the payment of the relevant Interim Managing Director salary in cash, which may not be as cost effective for the Company.
8.6 Technical Information required by Listing Rule 10.13
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the person to whom Securities will be issued |
Ms McGuire (or her nominee(s)) |
| Categorisation under Listing Rule 10.11 |
The recipient falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the recipient who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. |
| Number of Securities and class to be issued |
943,396 McGuire Shares will be issued. |
| Terms of Securities | The McGuire Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the McGuire Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for |
The McGuire Shares are issued at a deemed issue price of $0.053 price per Share. Other than Ms McGuire’s services as ManagingDirector,the Companywill not receive any |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| the Securities | further consideration. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to convert half of Ms McGuire’s salary into Shares pursuant to the McGuire ESA, as outlined in Section 8.1 above. |
| Remuneration package | Refer to Section 7.6 for Ms McGuire’s remuneration. As the McGuire Shares are issued for the conversion of $50,000 of Ms McGuire’s base salary (being half of the base salary for the 6 months term), the total remuneration package of Ms McGuire will not increase on issue of the McGuire Shares. |
| Summary of material terms of agreement to issue |
The Shares are being issued to convert half of Ms McGuire’s salary into Shares pursuant to the McGuire ESA, the material terms of which are set out in Section 8.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
| Voting prohibition statement |
A voting prohibition statement applies to this Resolution. |
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G L O S S AR Y
$ means Australian dollars.
Alpine means Alpine Capital Pty Ltd (ACN 155 409 653).
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Broker Options means Options to acquire Shares on the terms and conditions set out in Schedule 1.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
-
(a) a spouse or child of the member;
-
(b) a child of the member’s spouse;
-
(c) a dependent of the member or the member’s spouse;
-
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
-
(e) a company the member controls; or
-
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Kuniko Limited (ACN 619 314 055).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
JLM Mandate has the meaning given to that term in Section 1.1.
Joint Lead Managers means Alpine and JP Equity.
JP Equity means JP Equity Holdings Pty Ltd (ACN 626 933 364).
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.
Listing Rules means the Listing Rules of ASX.
Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
McGuire ESA has the meaning given to that term in Section 8.1.
McGuire Shares has the meaning given to that term in Section 8.1.
Meeting means the meeting convened by the Notice.
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Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Optionholder means a holder of an Option.
Participation has the meaning given to that term in Section 5.1.
Participation Securities has the meaning given to that term in Section 5.1.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
Placement has the meaning given to that term in Section 1.1.
Placement Options means Options to acquire Shares on the terms and conditions set out in Schedule 1.
Proxy Form means the proxy form accompanying the Notice.
Related Party Participants has the meaning given to that term in Section 5.1.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Security means a Share, Option or Performance Right (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
T1 Placement Options has the meaning given to that term in Section 3.1.
T2 Placement Options has the meaning given to that term in Section 4.1.
T2 Securities has the meaning given to that term in Section 4.1.
Tranche 1 has the meaning given to that term in Section 1.1.
Tranche 2 has the meaning given to that term in Section 1.1.
WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E DU L E 1 – T E R M S A N D C O N D I T I O N S O F P L AC E ME N T A N D B R O K E R O P T I O NS
| 1. | Entitlement | Each Option entitles the holder to subscribe for one Share upon exercise of the Option. |
|---|---|---|
| 2. | Exercise Price | Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.07 (Exercise Price). |
| 3. | Expiry Date | Each Option will expire at 5:00 pm (WST) three (3) years from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date |
| 4. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 5. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. |
| 6. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 7. | Timing of issue of Shares on exercise |
Within five Business Days after the Exercise Date, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
| 8. | Shares issued on exercise |
Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
| 9. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
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| 10. | Participation in new issues |
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. |
|---|---|---|
| 11. | Change in exercise price |
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. |
| 12. | Transferability | The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. |
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S C H E DU L E 2 – V AL U A T I O N O F PL A C E M E N T O P T I O N S
The Options to be issued pursuant to Resolutions 5 and 6 have been valued by internal management .
Using the Black & Scholes option model and based on the assumptions set out below, the Options were ascribed the following value:
| ASSUMPTIONS: | |
|---|---|
| Valuation date | 17 February 2026 |
| Market price of Shares | 6.7 cents |
| Exercise price | 7 cents |
| Expiry date (length of time from issue) | 3 years |
| Risk free interest rate | 5% |
| Volatility (discount) | 70% |
| Indicative value per Option | 3.2 cents |
| Total Value of Options | $30,188.67 |
| - Gavin Rezos (Resolution 6) | $15,094.34 |
| - Brendan Borg (Resolution 7) | $15,094.34 |
Note: The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.
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for Securityholder registration.
Kuniko Limited | ABN 99 619 314 055
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you
Your proxy voting instruction must be received by 9:00am (AWST) on Monday, 13 April 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
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/#/home Shareholders 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.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at
https://investor.automic.com.au/#/loginsah or
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.
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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.
BY MAIL:
Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
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 Kuniko Limited, to be held at 9:00am (AWST) on Wednesday, 15 April 2026 at Level 1, 1 Alvan Street, Subiaco WA, 6008 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. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 10, 11, 12 and 13 (except where I/we have indicated a different voting intention below) even though Resolutions 10, 11, 12 and 13 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| STEP 2 - Your voting direction | STEP 2 - Your voting direction |
|---|---|
| Resolutions For Against Abstain |
Resolutions For Against Abstain |
| 1 RATIFICATION OF PRIOR ISSUE OF SHARES UNDER TRANCHE 1 OF THE PLACEMENT |
8 APPROVAL TO ISSUE BROKER OPTIONS TO ALPINE CAPITAL |
| 2 RATIFICATION OF PRIOR ISSUE OF SHARES UNDER TRANCHE 1 OF THE PLACEMENT |
9 APPROVAL TO ISSUE BROKER OPTIONS TO JP EQUITY HOLDINGS |
| 3 APPROVAL TO ISSUE PLACEMENT OPTIONS UNDER TRANCHE 1 OF THE PLACEMENT |
10 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – GAVIN REZOS |
| 4 APPROVAL TO ISSUE SHARES UNDER TRANCHE 2 OF THE PLACEMENT |
11 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – MAJA MCGUIRE |
| 5 APPROVAL TO ISSUE PLACEMENT OPTIONS UNDER TRANCHE 2 OF THE PLACEMENT |
12 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – BRENDAN BORG |
| 6 APPROVAL OF DIRECTOR PARTICIPATION IN THE PLACEMENT – GAVIN REZOS |
13 APPROVAL TO ISSUE SHARES TO MAJA MCGUIRE |
| 7 APPROVAL OF DIRECTOR PARTICIPATION IN THE PLACEMENT – BRENDAN BORG |
|
| 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. |
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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 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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