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LODESTAR MINERALS LIMITED — Proxy Solicitation & Information Statement 2026
Feb 16, 2026
65270_rns_2026-02-16_1daeff6d-d271-4b06-9649-1b9ef8efbb8a.pdf
Proxy Solicitation & Information Statement
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17 February 2026
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ADDENDUM TO NOTICE OF GENERAL MEETING
Dear Shareholder,
Lodestar Minerals Limited (“ Lodestar ” or “ the Company ”) refers to the Company’s Notice of General Meeting (Notice) dated 4 February 2026. The Company has identified that the VWAP calculation information contained in the Notice was not correct. As such the Company has determined to issue an Addendum to the Notice of Meeting (Addendum). The Addendum should be read in conjunction with the Notice.
The Company advises that the time, date and location of the General Meeting have not changed. As there are no additional Resolutions included in this Addendum, there is no change to the original proxy form included in the notice.
In accordance with the section 110D of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Addendum to shareholders unless a shareholder has elected to receive notices of meeting in hard copy pursuant to section 110E, or who otherwise requests a hard copy. Instead, a copy of the Addendum can be viewed and downloaded online at the following link:
https://lodestarminerals.com.au/site/investor-centre/investor-welcome
Should you wish to receive a physical copy of the Addendum, please contact the Company via email to [email protected] or via telephone to +61 8 9435 3200.
Your proxy voting instruction must be received by 10.30am (AWST) on 9 March 2026, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.
The Addendum is 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.
Yours sincerely
Jordan McArthur Company Secretary
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Lodestar Minerals Limited 1st Floor, 31 Cliff Street Fremantle, WA 6160
PO Box 584 Fremantle, WA 6959 ABN: 32 127 026 528
www.lodestarminerals.com.au
LODESTAR MINERALS LIMITED ACN 127 026 528 ADDENDUM TO NOTICE OF GENERAL MEETING
Lodestar Minerals Limited (ACN 127 026 528) ( Company ) gives notice to Shareholders that, in relation to the Notice of General Meeting dated 4 February 2026 ( Notice ) in respect of the Company’s general meeting of members to be held at 10.30am (Perth time) on 11 March 2026 ( Meeting ), the Directors have resolved to replace the Explanatory Statement for Resolution 1.
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, the Resolution in the original Notice remain unchanged.
Proxy Form
Shareholders have already received their Proxy Form for this meeting. To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:
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(a) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote for Resolution 1, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolution unless you submit a Proxy Form.
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(b) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolution, please complete and return your Proxy Form.
Enquiries
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9435 3200.
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R E PL A C E M E NT E X PL AN A T O R Y S T A TE M E N T
The Explanatory Statement is Replaced by the following. The purpose of the replacement Explanatory Statement is that the information on the calculation of the number of Shares to be issued under Resolution 1 has changed.
1. BACKGROUND TO RESOLUTION 1 – VIRGIN MOUNTAIN PROJECT OPTION EXERCISE CONSIDERATION
As announced on 27 October 2025, the Company entered into a binding agreement to acquire 100% of the fully paid ordinary shares in the capital of Arizona Mountain Passage Heavy Rare Earths Pty Ltd (AMPHRE) from its shareholder ( Acquisition ).
AMPHRE was a party to a binding option agreement to acquire 23 mineral claims known collectively as the Virgin Mountain Heavy Rare Earth Project in Arizona, USA from Globex Nevada Inc. ( Globex Nevada ), a wholly owned subsidiary of Globex Mining Enterprises Inc ( Virgin Mountain Project Option ).
Shareholders approved the acquisition of AMPHRE on 17 December 2025 and the Company exercised the option to acquire the Virgin Mountain Project before 3 January 2026.
A condition of the exercise of the option, as identified in the announcement dated 27 October 2025, was the payment of the following consideration on a date 6 months from the original option agreement date (3 September 2025), being effective 3 March 2026:
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Cash payment of C$100,000; and
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the issue of C$150,000 worth of the Company’s shares, at a price equal to the 5- day VWAP immediately prior to the date the Shares are issued ( 5-day VWAP ).
Approval to issue the shares is sought pursuant to Listing Rule 7.1 of the ASX Listing Rules.
2. RESOLUTION 1 – APPROVAL TO ISSUE CONSIDERATION SHARES TO GLOBEX NEVADA
2.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of Shares as a component of the Option Agreement entered into by AMPHRE.
The total number of shares to be issued to Globex Nevada is based upon the following formula ( Consideration Shares ), and is subject to the prevailing foreign exchange rate as of 3 March 2026:
AUD Equivalent Value of CAD $150,000 / 5-day VWAP
The foreign exchange rate as of 2 February 2026 (being the date prior to the date of the Notice of meeting) was identified as A$1 = C$0.94709. The 5-day VWAP as at that date was $0.0145. On the basis of the formula above, this would equate to a total number of shares to be issued of 10,922,750 if the Shares were issued on 2 February 2026. The exact number of Shares to be issued under Resolution 1 will only be determined once the payment becomes due and payable.
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 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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2.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. 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, pursuant to the option agreement, the Company will be required to pay the equivalent value of the Shares in cash, being C$150,000.
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 Shares will be issued to Globex Nevada Inc, or their nominee. |
| Number of Securities and class to be issued |
To be determined in accordance with the formula detailed in section 2.1 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. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any 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 |
The Shares will be issued at a deemed issue price equal to the 5-day VWAP (refer to Section 1.1 above), as consideration for the Virgin Mountain Project Option as set out in Section 1.1. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy the Company’s obligations under the Option Agreement, as set out in Section 1.1. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Option Agreement. A summary of the material terms of which is set out in Section 1.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
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