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LCL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
65217_rns_2026-04-23_bbfa2bfb-2585-4bea-9399-a07f02b79bb0.pdf
Proxy Solicitation & Information Statement
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LCL
ASX RELEASE
24 April 2026 ASX:LCL X
REGISTERED OFFICE: Suite 6, Level 1, 389 Oxford Street, Mount Hawthorn WA 6016
PH: +61 (8) 6245 9879 EMAIL: [email protected] lclresources.au
ABN 43 119 759 349
Addendum to Notice of Annual General Meeting
LCL Resources Limited (ACN 119 759 349) (Company) gives notice to Shareholders that, in relation to the Notice of Annual General Meeting dated 22 April 2026 (Notice) in respect of the Company's annual general meeting of members to be held at 12:30pm (WST) on 29 May 2026 (Meeting), the Directors have resolved to include a new Resolution 8 within the Notice (Additional Resolution) and an additional Section 7 within the Explanatory Statement as set out in this Addendum
Capitalised terms in this Addendum have the same meaning as given in the Notice except as otherwise defined.
This Addendum is supplemental to the Notice and should be read in conjunction with the Notice. Apart from the amendments set out below, all Resolutions and the Explanatory Statement in the original Notice remain unchanged.
Proxy Form
The Proxy Form included with the Notice of Annual General Meeting and this Addendum to Notice of Annual General Meeting contains the space to cast your proxy vote on Resolution 8. Accordingly, no replacement Proxy Form is required.
Enquiries
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6245 9879.
This announcement has been authorised by the Board of LCL Resources Limited.
Chris van Wijk
Executive Chairman
[email protected]
SUPPLEMENTARY BUSINESS OF THE MEETING
The agenda of the Notice is amended by including the following Resolutions:
- RESOLUTION 8 – ELECTION OF MR LINUS SYLWESTRZAK WHO HAS NOMINATED HIMSELF AS A DIRECTOR (NOT BOARD ENDORSED)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 7.5(c) of the Constitution, Listing Rule 14.3, and for all other purposes, Mr Linus Sylwestrzak, having consented to act as a director of the Company, be appointed as a director of the Company."
The Board unanimously recommends Shareholders vote AGAINST Resolution 8 (Election of Mr Linus Sylwestrzak who has nominated himself as a Director) at this Meeting. The reasons for the Board's unanimous recommendation are set out below.
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SUPPLEMENTARY EXPLANATORY STATEMENT
The Explanatory Statement is supplemented by including the following Section:
- RESOLUTION 8 – ELECTION OF MR LINUS SYLWESTRZAK WHO HAS NOMINATED HIMSELF AS A DIRECTOR (NOT BOARD ENDORSED)
7.1 Background
The Company advises that it has received an unsolicited self-nomination from Mr Linus Sylwestrzak, a non-Board endorsed external candidate, for election as a Non-Executive Director of the Company at the AGM.
Mr Sylwestrzak submitted his nomination by written notice received on 15 April 2026 pursuant to clause 7.5(c) of the Constitution, without prior engagement with the Board, without Board endorsement and outside the Company's established director identification and succession processes.
The Board has considered Mr Sylwestrzak's nomination and recommends that Shareholders vote AGAINST Mr Sylwestrzak's election as a director for the reasons set out below.
The Chairperson intends to exercise all available undirected proxies AGAINST this Resolution.
Other than the biographical details provided unilaterally by Mr Sylwestrzak, the Company has little knowledge of Mr Sylwestrzak's qualifications, experience or relevant background. The nomination was received immediately prior to the deadline and without prior engagement with the Board, which has materially constrained the Company's ability to undertake its standard vetting processes prior to the nomination in respect of Mr Sylwestrzak, consistent with the ASX Corporate Governance Council's Principles and Recommendations, including experience and qualification checks and criminal record and bankruptcy checks.
As at the date of his application, Mr Sylwestrzak has declared an interest in 260,500 Shares, held directly, and a further 104,800 Shares held indirectly through Megalodon Investments Pty Ltd , of which he is the trustee and beneficiary.
7.2 Information provided by Mr Sylwestrzak
The following information is an abridged version of that provided solely by Mr Sylwestrzak for inclusion and has not been independently verified by the Company. The Company has not been provided with supporting documentation and has not assessed the relevance, currency or accuracy of the statements made. Shareholders should exercise caution when relying on this information.
"Mr Linus Sylwestrzak is a minerals industry executive with more than 25 years' experience across operations, project development and organisational leadership in Australia, Africa, Russia, North and South America and Asia. He has held senior roles including Business Manager at SGS Australia and is currently Engineering Manager - Process at DRA Global. Mr Sylwestrzak has extensive experience across the full mining project lifecycle, with strong capability in project governance, capital allocation discipline and risk management frameworks. He holds a Bachelor of Engineering (Minerals Engineering) from the WA School of Mines, Curtin University, and is a Chartered Profession Member of the AusIMM."
7.3 Board recommendation
Based on the information available, the Directors believe:
(a) Mr Sylwestrzak's skills and experience do not align with the Company's current strategic priorities or stage of development
(b) the appointment of an additional non-endorsed director would dilute Board cohesion and impede efficient decision-making at a time when the Company requires a disciplined and unified governance approach;
(c) any additional directors' remuneration and associated costs cannot be justified in the context of the Company's current capital position and near-term objectives;
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(d) The Board considers that accepting an unsolicited, non-endorsed nomination without adequate due diligence would set an undesirable precedent for the Company's governance and
(e) Therefore Mr. Sylwestrzak's election is not in the best interests of the Company or its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote AGAINST this Resolution.
If this Resolution is passed, Mr Linus Sylwestrzak will be elected to the Board as a Non-Executive Director and will become effective only if he satisfies the Company's standard requirements for director candidates and meets associated regulatory requirements.
If this Resolution is not passed, Mr Linus Sylwestrzak will not join the Board as a Non-Executive Director.
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