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LINDIAN RESOURCES LIMITED Proxy Solicitation & Information Statement 2025

Aug 20, 2025

65236_rns_2025-08-20_704fd1f7-a712-4304-b4d0-18e0f0772536.pdf

Proxy Solicitation & Information Statement

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Lindian Resources Limited

ACN 090 772 222

Addendum to Notice of Extraordinary General Meeting

Lindian Resources Limited ( Company ) hereby gives notice to Shareholders that, in relation to the notice of extraordinary general meeting dated 5 August 2025 ( Notice ) in respect of the extraordinary general meeting to be held at the offices of the Company, at Level 16, 240 St Georges Terrace, Perth Western Australia on Monday, 8 September 2025 at 1:00pm (AWST), the Directors have resolved to amend the Notice by this addendum to the Notice ( Addendum ) for the purposes set out below.

By this Addendum:

  • (a) additional resolutions are added to the Notice as follows:

  • (i) Resolution 8 – Ratification of prior issue of Tranche 1 Placement Shares; and

  • (ii) Resolution 9 – Approval to issue Tranche 2 Placement Shares,

  • (together, the Additional Resolutions ); and

  • (b) Resolution 2 is withdrawn from the Notice.

This Addendum is supplemental to the original Notice and should be read in conjunction with the Notice. Save for the amendments set out below, the Notice remains unchanged.

The numbering used in this Addendum is a continuation of the numbering used in the Notice and the Explanatory Memorandum. Unless otherwise defined in this Addendum, the defined terms used in this Addendum are as defined in the Notice.

This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their suitably qualified professional advisors prior to voting. Should you wish to discuss the matters set out in this Addendum, please do not hesitate to contact the Company on +61 0401 248 048 or [email protected].

Proxy Forms

A replacement Proxy Form ( Replacement Proxy Form ) is attached to this Addendum, which replaces the Proxy Form that was attached to the Notice ( Original Proxy Form ). Shareholders are advised to follow the below instructions if you have already submitted a proxy vote:

  • if you wish to vote on the Additional Resolutions or change your vote on Resolutions 1 to 7 (excluding the withdrawn Resolution 2), you can submit your proxy in accordance with the instructions on the Replacement Proxy Form; or

  • if you do not wish to vote on the Additional Resolutions, you do not need to take any action. The Original Proxy Form that you have already returned will remain valid for Resolutions 1 to 7 (unless you submit a Replacement Proxy Form) and you will be deemed to have abstained from Resolution 8 and Resolution 9.

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by no later than five business days before the Meeting.

BY ORDER OF THE BOARD

Ben Donovan Company Secretary Lindian Resources Limited Dated: 21 August 2025

Lindian Resources Limited ACN 090 772 222 (Company)

Addendum to Notice of Meeting

The Agenda of the Notice is amended by including the following Resolutions.

Additional Resolutions

Resolution 8 – Ratification of prior issue of Tranche 1 Placement Shares

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

‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 139,788,335 Tranche 1 Placement Shares under Listing Rule 7.1, on the terms and conditions set out in the Explanatory Memorandum.’

Resolution 9 – Approval to issue Tranche 2 Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 295,925,951 Tranche 2 Placement Shares, on the terms and conditions in the Explanatory Memorandum.’

Voting exclusions

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

  • (a) Resolution 8 : by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates; and

  • (b) Resolution 9: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

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

  • (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

  • (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

Ben Donovan Company Secretary Lindian Resources Limited Dated: 21 August 2025

Lindian Resources Limited ACN 090 772 222 (Company)

The Explanatory Memorandum of the Notice is supplemented by inserting the following Sections and the following Schedule.

8. Resolution 8 – Ratification of prior issue of Tranche 1 Placement Shares

8.1

General

On 20 August 2025, the Company announced that it had secured commitments to raise $91.5 million (before costs) via a two-tranche placement ( Placement ). The Placement is comprised of an aggregate 435,714,286 Shares at an issue price of $0.21 per Share ( Placement Shares ) as follows:

  • (a) 139,788,335 Placement Shares ( Tranche 1 Placement Shares ) to be issued to unrelated parties of the Company on 26 August 2025 utilising the Company’s available Listing Rule 7.1 placement capacity (the subject of Resolution 8); and

  • (b) 295,925,951 Placement Shares ( Tranche 2 Placement Shares ) to be issued to unrelated parties of the Company subject to Shareholder approval under Listing Rule 7.1 (the subject of Resolution 9).

Petra Capital Pty Limited ( Lead Manager ) acted as lead manager to the Placement.

Resolution 8 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares.

8.2

Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of Shareholders passing Resolution 8 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity limit set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 8 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Tranche 1 Placement Shares.

If Resolution 8 is not passed, the Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 139,788,335 Equity Securities for the 12 month period following the issue of the Tranche 1 Placement Shares.

8.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

  • (a) The participants in the Placement are new institutional investors, none of whom are a related party or a Material Investor of the Company. The participants were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from institutional investors. The Company considered that the introduction of new institutional investors would ultimately be for the benefit and in the best interests of all shareholders , particularly given the Company’s important stage of development as it moves towards production.

  • (b) A total of 139,788,335 Tranche 1 Placement Shares will be issued using the Company’s available placement capacity under Listing Rule 7.1.

  • (c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

  • (d) The Tranche 1 Placement Shares will be issued on 26 August 2025 at $0.21 per Share, raising a total of $29,355,550 (before costs).

  • (e) The proceeds of the Placement are intended to be utilised in accordance with the use of funds table below:

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  • (f) There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares.

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

8.4 Additional information

Resolution 8 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 8.

9. Resolution 9 – Approval to issue Tranche 2 Placement Shares

The background to the Placement is in Section 8.1 above.

Resolution 9 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 295,925,951 Tranche 2 Placement Shares.

9.1 Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 8.2 above.

The proposed issue of up to 295,925,951 Tranche 2 Placement Shares does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 9 is passed, the Company will be able to proceed with the issue of up to 295,925,951 Tranche 2 Placement Shares and will receive the $62,144,450 (before costs) committed by investors. In addition, the issue of the Tranche 2 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and will not receive the $62,144,450 (before costs) committed by investors.

9.2 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of up to 295,925,951 Tranche 2 Placement Shares:

  • (a) The Tranche 2 Placement Shares will be issued to the recipients identified or selected in the manner summarised in Section 8.3(a) above.

  • (b) A maximum of 295,925,951 Tranche 2 Placement Shares will be issued.

  • (c) The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

  • (d) The Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting.

  • (e) The Tranche 2 Placement Shares will be issued at $0.21 per Share, raising a total of $62,144,450 (before costs).

  • (f) A summary of the intended use of funds raised from the Placement is in Section 8.3(e) above.

  • (g) There are no other material terms to the agreement for the subscription of the Tranche 2 Placement Shares.

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

9.3 Additional information

Resolution 9 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 9.

Schedule 1 Additional definitions

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

Addendum means this addendum to the Notice. Additional Resolutions means Resolution 8 and Resolution 9, as set out in this Addendum. Lead Manager means Petra Capital Pty Limited. Material Investor means in relation to the Company: (a) a related party; (b) Key Management Personnel; (c) a substantial Shareholder; (d) an advisor; or (e) an associate of the above,

and they are being issued more than 1% of the Company’s issued capital at the time of issue.

Placement means the two-tranche placement to raise $91,500,000 described in Section 8.1. Placement Shares has the meaning given in Section 8.1. Tranche 1 Placement has the meaning given in Section 8.1. Shares Tranche 2 Placement has the meaning given in Section 8.1. Shares

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

Lindian Resources Limited | ABN 53 090 772 222

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Your proxy voting instruction must be received by 1.00pm (AWST) on Saturday, 06 September 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their
broker of any changes.
STEP 1 – APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All
your shares will be voted in accordance with such a direction unless you indicate only a portion of voting
rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the
appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may
vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual:Where the holding is in one name, the Shareholder must sign.
Joint holding:Where the holding is in more than one name, all Shareholders should sign.
Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a
certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which
indicates the office held by you.
Email Address:Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company
electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual
Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate
Representative’ should be produced prior to admission. A form may be obtained from the Company’s share
registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsahor
scan the QR code below using your
smartphone
Login & Click on ‘Meetings’. Use the
Holder Number as shown at the top of
this Proxy Voting Form.
BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
[email protected]
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia)
+61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Lindian Resources Limited, to be held at 1.00pm (AWST) on Monday, 08 September 2025 at Level 16, 240 St Georges Terrace, Perth WA 6000 hereby:

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Appoint the Chair of the Meeting (Chair) OR 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 or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking 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 2, 3, 4, 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 2, 3, 4, 5 and 6 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

Resolutions Resolutions For Against
Abstain
Against
Abstain
1 Ratification of issue of Former CEO Performance Rights
2 Resolution Withdrawn
3 Approval of Employee Securities Incentive Plan
4 Approval of termination benefits under the Plan
5 Approval to issue Performance Rights to Robert Martin
6 Approval of issue of Performance Rights to Zac Komur
7 Approval to issue Placement Shares
8 Ratification of prior issue of Tranche 1 Placement Shares
9 Approval to issue Tranche 2 Placement Shares
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll 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 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 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).