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LITHIUM UNIVERSE LIMITED — Proxy Solicitation & Information Statement 2025
Jul 2, 2025
65275_rns_2025-07-02_8b8f22cd-c236-49a6-a090-238f239aca66.pdf
Proxy Solicitation & Information Statement
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LITHIUM UNIVERSE LIMITED ACN 148 878 782 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 11.00am (WST) DATE : 4 August 2025 PLACE : Suite 8, 295 Rokeby Road, Subiaco, Western Australia 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 1 August 2025.
B US I N E S S O F T H E M E E T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF T1 PLACEMENT SHARES
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 150,000,000 Placement Shares to Placement Participants on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – APPROVAL TO ISSUE T2 PLACEMENT SHARES
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 275,000,000 Placement Shares to Placement Participants on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS
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 212,500,000 Placement Options to Placement Participants on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – IGGY TAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 8,250,000 Placement Shares and 4,125,000 Placement Options to Iggy Tan (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – PATRICK SCALLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 3,000,000 Placement Shares and 1,500,000 Placement Options to Patrick Scallan (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – JINGYUAN LIU
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 3,000,000 Placement Shares and 1,500,000 Placement Options to Jingyuan Liu (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
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7. RESOLUTION 7 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS TO 62 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 15,000,000 Lead Manager Options to 62 Capital (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO 62 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 99,000,000 CA Performance Rights to 62 Capital (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
Dated: 3 July 2025
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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 T1 Placement Shares |
The T1 Placement Participants or any other person who participated in the Placement or an associate of that person or those persons. |
|---|---|
| Resolution 2 – Approval to Issue T2 Placement Shares |
The T2 Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the Placement (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 3 – Approval to Issue Placement Options |
The Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the Placement (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 for Director Participation in Placement – Iggy Tan |
Iggy Tan (or his nominee(s)) and any other person who will obtain a material benefit as a result of the Director Participation (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 for Director Participation in Placement – Patrick Scallan |
Patrick Scallan (or his nominee(s)) and any other person who will obtain a material benefit as a result of the Director Participation (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 for Director Participation in Placement – Jingyuan Liu |
Jingyuan Liu (or his nominee(s)) and any other person who will obtain a material benefit as a result of the Director Participation (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 to Issue Lead Manager Options to 62 Capital |
62 Capital (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 of Lead Manager Options (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 CA Performance Rights to 62 Capital |
62 Capital (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). |
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.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary via email at [email protected].
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E X PL A N A T O R Y S T A T E M 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 7
1.1 General
On 18 June 2025, the Company announced that it received binding commitments from sophisticated and professional investors ( Placement Participants ) to raise up to approximately $1,700,000 (before costs) via a two-tranche placement ( Placement ) through the issue of up to an aggregate of 425,000,000 fully paid ordinary shares in the capital of the Company ( Shares ) at an issue price of $0.004 per Share ( Placement Shares ), together with one (1) free attaching Option for every two (2) Shares subscribed for and issued under the Placement, exercisable at $0.008 each on or before 36 months from the date of issue ( Placement Options ).
On 26 June 2025, the Company issued 150,000,000 Placement Shares to the Placement Participants pursuant to the Company’s existing placement capacity under Listing Rule 7.1 (being the subject of Resolution 1) ( Tranche 1 ).
Additionally, the Company is proposing to issue up to an aggregate of 275,000,000 Placement Shares to the Placement Participants, subject to Shareholder approval pursuant to Resolution 2 ( Tranche 2 ).
The Company is also proposing to issue up to an aggregate of 212,500,000 Placement Options to the Placement Participants, subject to Shareholder approval pursuant to Resolution 3.
The current Directors of the Company have agreed to participate in Tranche 2 of the Placement by subscribing for an aggregate of up to 14,250,000 Placement Shares and 7,125,000 Placement Options, on the same terms and conditions as the Placement Participants ( Director Participation ). The Director Participation comprises:
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(a) up to 8,250,000 Placement Shares and up to 4,125,000 Placement Options to Iggy Tan, Executive Chair of the Company, subject to Shareholder approval pursuant to Resolution 4;
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(b) up to 3,000,000 Placement Shares and up to 1,500,000 Placement Options to Patrick Scallan, Non-executive Director of the Company, subject to Shareholder approval pursuant to Resolution 5; and
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(c) up to 3,000,000 Placement Shares and up to 1,500,000 Placement Options to Jingyuan Liu, Non-executive Director of the Company, subject to Shareholder approval pursuant to Resolution 6.
1.2 Lead Manager
The Company engaged 62 Capital Pty Ltd (ACN 677 075 704) (AFSL 531 982) ( 62 Capital or the Lead Manager ), a company controlled by substantial holder Sufian Ahmad, to act as lead manager of the Placement pursuant to a lead manager mandate dated 15 June 2025 ( Lead Manager Mandate ).
The Company and 62 Capital have also agreed that Evolution Capital Pty Ltd (ACN 652 397 263) (AFSL 551 094) ( Evolution Capital ) would assist 62 Capital in placing the Securities under the Placement.
In consideration for their services, the Company has agreed to pay 62 Capital and Evolution Capital a capital raising fee equal to 6% of the gross proceeds they respectively raise under the Placement.
The Company has also agreed to issue 62 Capital (or its nominees) 15,000,000 on the same terms and conditions as the Placement Options ( Lead Manager Options ), subject to Shareholder approval pursuant to Resolution 7.
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Under the Lead Manager Mandate, 62 Capital has a first right of refusal, for 12 months following completion of the Placement, to act as the Company’s lead advisor/manager in relation to:
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(a) any acquisition or sale where a financial advisor is engaged; and
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(b) any equity or debt offering (including an initial public offering on the ASX).
If appointed, 62 Capital will be entitled to market-standard fees, with terms to be documented in separate agreements that include customary provisions such as indemnities.
The Lead Manager Mandate is otherwise on terms considered customary for an agreement of its type.
1.3 Use of funds
Funds raised from the Placement are intended to be applied towards:
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ITEM ($)
DFS for Bécancour Lithium Refinery and detailed design $0.70m
Land Options Costs $0.20m
Corporate, working capital and offer costs $0.60m
Proposed Transaction (research and development) $0.20m
Total Use of Funds $1.70m
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Further details in respect of the Placement are set out in the announcement released on 18 June 2025.
2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF T1 PLACEMENT SHARES
2.1 General
Resolution 1 seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 150,000,000 Placement Shares ( T1 Placement Shares ) to raise $600,000 (before costs).
2.2 Listing Rules 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
The issue of the T1 Placement Shares 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 Rule 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 of the T1 Placement Shares 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.
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2.4 Technical information required by Listing Rule 14.1A
If Resolution 1 is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rules 7.1 , effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If Resolution 1 is not passed, the issue of the T1 Placement Shares will be included in calculating the Company’s 15% limit in Listing Rules 7.1, effectively decreasing the number of equity securities that 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
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REQUIRED INFORMATION DETAILS
Names of persons to whom The Placement Participants under Tranche 1 of the
Securities were issued or the Placement ( T1 Placement Participants ), being professional
basis on which those and sophisticated investors who were identified through a
persons were bookbuild process, which involved the Lead Manager
identified/selected seeking expressions of interest to participate in the capital
raising 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 150,000,000 T1 Placement Shares were issued.
Securities issued
Terms of Securities The T1 Placement 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 26 June 2025.
Securities were issued
Price or other consideration $0.004 per T1Placement Share.
the Company received for
the Securities
Purpose of the issue, Refer to Section 1.3 for details of the proposed use of funds.
including the intended use
of any funds raised by the
issue
Summary of material terms The T1 Placement Shares were not issued under an
of agreement to issue agreement.
Voting Exclusion Statement A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rules 7.1 and 7.1A.
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3. RESOLUTION 2 – APPROVAL TO ISSUE T2 PLACEMENT SHARES
3.1 General
Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 275,000,000 Placement Shares ( T2 Placement Shares ) to raise up to $1,100,000 (before costs).
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue of T2 Placement Shares falls within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2 (Exception 17), if the issue of securities is subject to prior shareholder approval, it does not count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
3.2 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, the Company will be able to proceed with the issue of the T2 Placement Shares. In addition, the issue of the T2 Placement Shares will be excluded from
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the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the T2 Placement Shares and will not be able to raise additional funds under the Placement.
3.3 Technical information required by Listing Rule 7.3
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REQUIRED INFORMATION DETAILS
Names of persons to whom The Placement Participants under Tranche 2 of the
Securities will be issued or Placement ( T2 Placement Participants ), being professional
the basis on which those and sophisticated investors who were identified through a
persons were or will be bookbuild process, which involved the Joint Lead Managers
identified/selected seeking expressions of interest to participate in the capital
raising 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 of Securities and Up to 275,000,000 T2 Placement Shares will be issued.
class to be issued
Terms of Securities The T2 Placement 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 The Company will issue the T2 Placement Shares within three
Securities will be issued 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 $0.004 per T2 Placement Share.
the Company will receive
for the Securities
Purpose of the issue, Refer to Section 1.3 for details of the proposed use of funds.
including the intended use
of any funds raised by the
issue
Summary of material terms The T2 Placement Shares are not being issued under an
of agreement to issue agreement.
Voting exclusion statement A voting exclusion statement applies to this Resolution.
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4. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS
4.1 General
Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 212,500,000 Placement Options to the Placement Participants free attaching to the Placement Shares subscribed for and issued under the Placement on a 1:2 basis. The Placement Options will be exercisable at $0.008 each on or before 36 months from the date of issue and otherwise on the terms and conditions set out in Schedule 1.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue of Placement Options falls within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2 (Exception 17), if the issue of securities is subject to prior shareholder approval, it does not count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
4.2 Technical information required by Listing Rule 14.1A
If Resolution 4 is passed, the Company will be able to proceed with the issue of the Placement Options. In addition, the issue of the Placement Options 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.
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If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Placement Options.
4.3 Technical information required by Listing Rule 7.3
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REQUIRED INFORMATION DETAILS
Names of persons to whom The Placement Participants, being professional and
Securities will be issued or sophisticated investors who were identified through a
the basis on which those bookbuild process, which involved the Joint Lead Managers
persons were or will be seeking expressions of interest to participate in the capital
identified/selected raising 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 of Securities and Up to 212,500,000 Placement Options will be issued.
class to be issued
Terms of Securities The Placement Options will be issued on the terms and
conditions set out in Schedule 1.
Date(s) on or by which the The Company will issue the Placement Options within three
Securities will be issued 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 Nil per Placement Option as the Placement Options will be
the Company will receive issued free attaching with the Placement Shares on a 1:2
for the Securities basis.
Purpose of the issue, The Placement Options are being issued free-attaching to
including the intended use the Placement Shares, to raise funds to be applied in the
of any funds raised by the matter set out in Section 1.3.
issue
Summary of material terms The Placement Options are not being issued under an
of agreement to issue agreement.
Voting exclusion statement A voting exclusion statement applies to this Resolution.
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5. RESOLUTIONS 4 TO 6 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT
5.1 General
Resolutions 4 to 6 seek Shareholder approval for purposes of section 195(4) of the Corporations Act and Listing Rule 10.11 for the issue of up to an aggregate of up to 14,250,000 Placement Shares and 7,125,000 Placement Options to the current Directors of the Company, Iggy Tan, Patrick Scallan and Jingyuan Liu ( Related Parties ) (or their respective nominee(s)) on the terms and conditions set out below to enable the Director Participation in the Placement on the same terms as the unrelated Placement Participants.
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Further details in respect of the proposed Director Participation are set out in the table below.
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DIRECTOR PARTICIPATION
RECIPIENT RESOLUTION MAXIMUM QUANTITY
MAXIMUM
FUNDS RAISED
PLACEMENT SHARES PLACEMENT OPTIONS
Iggy Tan (or his 4 8,250,000 4,125,000 $33,000
nominee(s))
Patrick Scallan (or 5 3,000,000 1,500,000 $12,000
his nominee(s))
Jingyuan Liu (or his 6 3,000,000 1,500,000 $12,000
nominee(s))
TOTAL 14,250,000 7,125,000 $57,000
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5.2 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:
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(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
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(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 Director Participation will constitute giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.
The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Director Participation because the Securities will be issued to the Related Parties (or their respective nominee(s)) on the same terms as Securities issued to the Placement Participants and as such the giving of the financial benefit is on arm’s length terms.
5.3 Section 195(4) of the Corporations Act
Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.
It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that the each of the Related Parties has a material personal interest in the outcome of Resolutions 4 to 6. If the Related Parties do have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolutions 4 to 6 at Board level.
Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company also seeks Shareholder approval for Resolutions 4 to 6 for the purposes of section 195(4) of the Corporations Act in respect of the reliance on the arm’s length terms exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.
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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:
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10.11.1 a related party;
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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;
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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;
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10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
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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 Director 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.
5.5 Technical information required by Listing Rule 14.1A
If Resolutions 4 to 6 are passed, the Company will be able to proceed with the Director Participation 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 1.3. As approval pursuant to Listing Rule 7.1 is not required for the Director Participation (because approval is being obtained under Listing Rule 10.11), the Director Participation will not use up any of the Company’s 15% annual placement capacity.
If Resolutions 4 to 6 are not passed, the Company will not be able to proceed with the Director Participation and will not be able to raise additional funds under the Placement.
5.6 Technical Information required by Listing Rule 10.13
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REQUIRED INFORMATION DETAILS
Name of the person to The Related Parties (or their respective nominee(s)) as set
whom Securities will be out in Section 5.1 above.
issued
Categorisation under Listing Each of the Related Parties fall within the category set out
Rule 10.11 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
Securities may constitute ‘associates’ for the purposes of
Listing Rule 10.11.4.
Number of Securities and The maximum number of Securities to be issued and the
class to be issued allocation between the Related Parties is set out in Section
5.1 above.
Terms of Securities The Placement Shares under the Director Participation 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 under the Director Participation will
be issued on the terms and conditions set out in Schedule
1.
Date(s) on or by which the The Company will issue the Securities under the under the
Director Participation within one month after the date of
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REQUIRED INFORMATION DETAILS
Securities will be issued the Meeting (or such later date to the extent permitted by
any ASX waiver or modification of the Listing Rules).
Price or other consideration $0.004 per Placement Share and nil per Placement Option
the Company will receive as the Placement Options will be issued free attaching with
for the Securities the Placement Shares on a 1:2 basis, being the under the
same terms as the unrelated Placement Participants.
Purpose of the issue, Refer to Section 1.3 for details of the proposed use of funds.
including the intended use
The issue of Placement Shares and Placement Options to
of any funds raised by the
the Related Parties (or their respective nominees) under
issue
the Director Participation is not intended to remunerate or
incentivise the Related Parties.
Summary of material terms The Securities under the under the Director Participation
of agreement to issue are not being issued under an agreement.
Voting exclusion statement A voting exclusion statement applies to these Resolutions.
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6. RESOLUTION 7 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS
6.1 General
Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 15,000,000 Lead Manager Options in part consideration for lead manager services provided by the Lead Manager.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue of Lead Manager Options 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.
6.2 Technical information required by Listing Rule 14.1A
If Resolution 7 is passed, the Company will be able to proceed with the issue of Lead Manager Options. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 7 is not passed, the Company will not be able to proceed with the issue of Lead Manager Options to the Lead Manager and may be required to reimburse the Lead Manager by other means (i.e. cash consideration).
6.3 Technical information required by Listing Rule 7.3
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REQUIRED INFORMATION DETAILS
Names of persons to whom 62 Capital (or its nominee(s)).
Securities will be issued or
the basis on which those
persons were or will be
identified/selected
Number of Securities and 15,000,000 Lead Manager Options will be issued.
class to be issued
Terms of Securities The Lead Manager Options will be issued on the terms and
conditions set out in Schedule 1.
Date(s) on or by which the The Company will issue the Lead Manager Options within
Securities will be issued 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 Lead Manager Options will be issued at a nil issue price,
the Company will receive in consideration for lead manager services provided by the
for the Securities 62 Capital pursuant to the Lead Manager Mandate.
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REQUIRED INFORMATION DETAILS
Purpose of the issue, The purpose of the issue of Lead Manager Options is to
including the intended use satisfy the Company’s obligations under the Lead Manager
of any funds raised by the Mandate.
issue
Summary of material terms The Lead Manager Options are being issued under the Lead
of agreement to issue. Manager Mandate, a summary of the material terms of
which is set out in Section 1.2.
Voting exclusion statement A voting exclusion statement applies to this Resolution.
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7. RESOLUTION 8 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO 62 CAPITAL
7.1 General
The Company has entered into a corporate adviser mandate with 62 Capital dated 13 June 2025 ( CA Mandate ), pursuant to which the Company agreed to issue an aggregate of 99,000,000 Performance Rights to 62 Capital in consideration for corporate advisory services and acquisition introductions, subject to the following vesting conditions ( CA Performance Rights ):
| CLASS | QUANTUM | VESTING CONDITION | EXPIRY DATE |
|---|---|---|---|
| A | 33,000,000 | If the Company’s volume weighted average Share price on ASX for a period of 15 consecutive trading days is at least $0.007. |
Five (5) years from the date of issue. |
| B | 33,000,000 | If the Company’s volume weighted average Share price on ASX for a period of 15 consecutive trading days is at least $0.009. |
Five (5) years from the date of issue. |
| C | 33,000,000 | If the Company’s volume weighted average Share price on ASX for a period of 15 consecutive trading days is at least $0.011. |
Five (5) years from the date of issue. |
The CA Performance Rights will otherwise be issued on the terms set out in Schedule 2.
Resolution 8 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the CA Performance.
7.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue of CA Performance Rights falls within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2 (Exception 17), if the issue of securities is subject to prior shareholder approval, it does not count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
7.3 Technical information required by Listing Rule 14.1A
If Resolution 8 is passed, the Company will be able to proceed with the issue of CA Performance Rights. In addition, the issue of CA Performance Rights will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 8 is not passed, the Company will not be able to proceed with the issue of CA Performance Rights to 62 Capital and will need to consider alternative means of satisfying its obligations under the CA Mandate (including cash consideration).
7.4 Technical information required by Listing Rule 7.3
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REQUIRED INFORMATION DETAILS
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| Names of persons to whom Securities will be issued or the basis on which those persons were or will be |
62 Capital (or its nominee(s)). |
|---|---|
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REQUIRED INFORMATION DETAILS
identified/selected
Number of Securities and An aggregate of 99,000,000 CA Performance Rights.
class to be issued
Terms of Securities The CA Performance Rights will be issued on the terms and
conditions set out in Schedule 2.
Date(s) on or by which the The Company will issue the CA Performance Rights within
Securities will be issued 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 Performance Rights will be issued at a nil issue price, in
the Company will receive consideration for corporate advisory services and
for the Securities acquisition introductions provided by 62 Capital pursuant to
the CA Mandate.
Purpose of the issue, The purpose of the issue of Performance Rights is to satisfy
including the intended use the Company’s obligations under the CA Mandate.
of any funds raised by the
issue
Summary of material terms The Performance Rights are being issued under the
of agreement to issue CA Mandate, a summary of the material terms of which is
set out in Schedule 3.
Voting exclusion statement A voting exclusion statement applies to this Resolution.
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8. GLOSSARY
62 Capital or Lead Manager means 62 Capital Pty Ltd (ACN 677 075 704) (AFSL 531 982).
- $ means Australian dollars.
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.
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.
CA Mandate has the meaning given in Section 7.1.
CA Performance Rights has the meaning given in Section 7.1.
Chair means the chair of the Meeting.
Company means Lithium Universe Limited (ACN 148 878 782).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Director Participation has the meaning given in Section 1.1.
Evolution Capital means Evolution Capital Pty Ltd (ACN 652 397 263) (AFSL 551 094).
Explanatory Statement means the explanatory statement accompanying the Notice.
Joint Lead Managers has the meaning given in Section 1.2.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Lead Manager Mandate has the meaning given in Section 1.2.
Lead Manager Options has the meaning given in Section 1.2.
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.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Performance Right means a right to acquire a Share subject to the satisfaction of performance milestones.
Placement has the meaning given in Section 1.1.
Placement Options has the meaning given in Section 1.1.
Placement Participants has the meaning given in Section 1.1.
Placement Shares has the meaning given in Section 1.1.
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Proxy Form means the proxy form accompanying the Notice.
Related Parties has the meaning given 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 and/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 Participants has the meaning given in Section 2.5.
T1 Placement Shares has the meaning given in Section 2.1.
T2 Placement Participants has the meaning given in Section 3.3.
T2 Placement Shares has the meaning given in Section 3.1.
Tranche 1 has the meaning given in Section 1.1.
Tranche 2 has the meaning given 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 T H E P L A C E M E NT O P T I O N S A N D L E A D M A N A G E R O P T I O N S
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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 $0.008 ( Exercise Price ).
3. Expiry Date Each Option will expire at 5:00 pm (WST) 36 months 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 Within five Business Days after the Exercise Date, the Company will:
Shares on
(a) issue the number of Shares required under these terms and
exercise
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 Shares issued on exercise of the Options rank equally with the then
exercise 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/Adjustment for rights issue. |
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 – T E R M S A N D C O N D I T I O N S O F P E R F O R M A N C E R I G H T S
The following is a summary of the key terms and conditions of the Performance Rights:
| 1. | Entitlement | Each Performance Right entitles the holder to subscribe for one Share upon conversion of the Performance Right. |
|
|---|---|---|---|
| 2. | Consideration | The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares. |
|
| 3. | Vesting Conditions | The Performance Rights shall vest as follows: CLASS VESTING CONDITION A If the Company’s volume weighted average Share price on ASX for a period of 15 consecutive trading days is at least $0.007. B If the Company’s volume weighted average Share price on ASX for a period of 15 consecutive trading days is at least $0.009. C If the Company’s volume weighted average Share price on ASX for a period of 15 consecutive trading days is at least $0.011. each, aVesting Condition. |
|
| 4. | Expiry Date | The Performance Rights, whether vested or unvested, will otherwise expire at 5:00 pm (WST) as follows: CLASS EXPIRY DATE A Five (5) years from the date of issue. B Five (5) years from the date of issue. C Five (5) years from the date of issue. (Expiry Date). If the relevant Vesting Condition attached to the Performance Right has not been achieved by the Expiry Date, all unconverted Performance Rights of the relevant tranche will automatically lapse at that time. |
|
| 5. | Notice of vesting | The Company shall notify the holder in writing when the relevant Vesting Condition has been satisfied. |
|
| 6. | Quotation of Performance Rights |
The Performance Rights will not be quoted on ASX. | |
| 7. | Conversion | Upon vesting, each Performance Right will, at the election of the holder, convert into one Share. |
|
| 8. | Timing of issue of Shares on conversion |
Within five Business Days of conversion of the Performance Rights, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted; (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 |
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(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 Performance Rights.
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.
9. Shares issued on Shares issued on exercise of the Performance Rights rank
exercise equally with the then issued shares of the Company.
10. Participation in new There are no participation rights or entitlements inherent in the
issues Performance Rights and holders will not be entitled to
participate in new issues of capital offered to Shareholders
during the currency of the Performance Rights without
converting the Performance Rights.
11. Adjustment for bonus If the Company makes a bonus issue of Shares or other
issues of Shares securities to the Company’s existing shareholders (other than
an issue in lieu or in satisfaction of dividends or by way of
dividend reinvestment no changes will be made to the
Performance Rights.
12. Reorganisation If at any time the issued capital of the Company is reorganised
(including consolidation, subdivision, reduction or return), all
rights of a holder will be changed in a manner consistent with
the applicable ASX Listing Rules and the Corporations Act at
the time of reorganisation.
13. Dividend and voting The Performance Rights do not confer on the holder an
rights entitlement to vote (except as otherwise required by law) or
receive dividends.
14. Transferability The Performance Rights are not transferable.
15. No rights to return of A Performance Right does not entitle the holder to a return of
capital capital, whether in a winding up, upon a reduction of capital
or otherwise.
16. Rights on winding up A Performance Right does not entitle the holder to participate
in the surplus profits or assets of the Company upon winding up.
17. ASX Listing Rule The Board reserves the right to amend any term of the
compliance Performance Rights to ensure compliance with the ASX Listing
Rules.
18. No other rights A Performance Right gives the holder no rights other than those
expressly provided by these terms and conditions and those
provided at law where such rights at law cannot be excluded
by these terms.
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S C H E DU L E 3 – S U M M A R Y O F C A M A N D AT E
| Engagement | 62 Capital agreed to provide the Company with general corporate advice during the Term (as defined below). |
|---|---|
| Term | The Company agreed to engage 62 Capital as corporate adviser to the Company until the earlier to occur of: (a) the date that is 24 months from the date of the CA Mandate; and (b) termination of the CA Mandate in accordance with its terms (Term). |
| Fees | The Company agreed to issue 62 Capital an aggregate of 99,000,000 Performance Rights subject to the terms and conditions set out at Section 7.1 and Schedule 2. |
| Expenses | The Company will pay or reimburse 62 Capital for all out of pocket expenses reasonably incurred in respect of the CA Mandate. 62 Capital must obtain the Company’s consent for individual expenses in excess of $1,000. |
| Termination | The CA Mandate will terminate on the expiry of the Term unless an extension is otherwise agreed between the parties in writing. At any time, either party may terminate the CA Mandate without cause on 30 days’ written notice. In the event of a material default on the part of either party, the CA Mandate may be immediately terminated by the non-defaulting party providing written notice to the defaulting party where: (a) the non-defaulting party has previously given the defaulting party notice in writing setting out the reasons why the defaulting party has materially defaulted under the Agreement; and (b) the defaulting party has not remedied the breach within 10 business days of the date of the written notice. 62 Capital may terminate the CA Mandate immediately by notice in writing to that effect if the Company becomes insolvent, is unable to pay its debts as and when they fall due, has a receiver, administrative receiver or manager or administrator appointed over the Company or any part of its assets, enters into a composition with creditors generally of has an order made or resolution passed for it to be wound up. |
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for Securityholder registration.
Lithium Universe Limited | ABN 22 148 878 782
Proxy Voting Form If you are attending the Meeting in person, please bring this with you
Your proxy voting instruction must be received by 11.00am (AWST) on Saturday, 02 August 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
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.
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/#/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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BY MAIL:
Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:
WEBSITE: https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Lithium Universe Limited, to be held at 11.00am (AWST) on Monday, 04 August 2025 at Suite 8, 295 Rokeby Road, Subiaco WA 6008 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. STEP 2 - Your voting direction Resolutions For Against Abstain 1 RATIFICATION OF PRIOR ISSUE OF T1 PLACEMENT SHARES 2 APPROVAL TO ISSUE T2 PLACEMENT SHARES 3 APPROVAL TO ISSUE PLACEMENT OPTIONS 4 APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – IGGY TAN 5 APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – PATRICK SCALLAN 6 APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – JINGYUAN LIU 7 APPROVAL TO ISSUE LEAD MANAGER OPTIONS TO 62 CAPITAL 8 APPROVAL TO ISSUE PERFORMANCE RIGHTS TO 62 CAPITAL
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.
| SA 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) / / |
SA 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) / / |
SA 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). |