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MARITANA MINERALS LIMITED — Proxy Solicitation & Information Statement 2026
Feb 26, 2026
65376_rns_2026-02-26_b5d91535-46f1-493c-97b1-f07d6acde574.pdf
Proxy Solicitation & Information Statement
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ASX: HRZ
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ASX ANNOUNCEMENT
27 February 2026
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Horizon Minerals Limited (ASX: HRZ) (“Horizon Minerals” or “the Company”) advises that it will hold an Extraordinary General Meeting at 11am (AWST) on Tuesday, 7 April 2026 at the offices of Steinepreis Paganin, Level 14, 250 St Georges Terrace, Perth WA.
Horizon Minerals provides the following documents regarding the Extraordinary General Meeting:
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Letter to Shareholders
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Notice of Meeting
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Sample Proxy Form
Authorised for release by the Board of Directors.
For further information:
Grant Haywood Michael Vaughan Managing Director and CEO Investor and Media Relations – Fivemark [email protected] [email protected] +61 8 9386 9534 +61 422 602 720
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JOIN HORIZON MINERALS INTERACTIVE HUB
Visit https://investors.horizonminerals.com.au/auth/signup for Horizon Minerals’ Interactive InvestorHub
Horizon Minerals Email: [email protected]
Level 2, 16 Ord Street, West Perth, WA 6005 | PO Box 1064, West Perth, WA 6872 | +61 8 9386 9534 [email protected] | ACN 007 761 186 | ABN 88 007 761 186 | horizonminerals.com.au
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24 February 2026
Dear Shareholder,
On behalf of the Board, I invite you to attend the Extraordinary General Meeting (EGM) of Horizon Minerals Limited to be held at the offices of Steinepreis Paganin, Level 14, QV1 Building, 250 St Georges Terrace, Perth, Western Australia, on Tuesday, 7 April 2026, at 11:00am (AWST).
Shareholders are being asked to consider resolutions relating to the Company’s recently announced Placement, Director participation in that Placement, the potential issue of shortfall shares, a proposed change of company name, and the grant of performance rights to the Managing Director.
Collectively, these resolutions support the Company’s transition toward becoming a sustainable gold producer centred on the Black Swan Processing Hub.
The Board is also pleased to offer its existing shareholders the opportunity to participate in the Placement via the Share Purchase Plan (SPP), as released to shareholders on 26 February 2026.
Placement and Related Approvals
As announced on 17 February 2026, the Company undertook a two-tranche Placement at $1.08 per share to fund refurbishment of the Black Swan Processing Hub, pre-production activities, exploration and working capital.
Resolutions 1 and 2 seek ratification under ASX Listing Rule 7.4 of 50,891,510 Tranche 1 Placement shares previously issued under the Company’s Listing Rule 7.1 and 7.1A capacities. Ratification restores placement capacity and preserves future funding flexibility.
Resolution 3 seeks approval under Listing Rule 7.1 for the issue of up to 111,034,416 Tranche 2 Placement shares, enabling completion of the Placement and receipt of committed funds.
Resolutions 4 to 7 seek approval under Listing Rule 10.11 for participation in the Tranche 2 Placement by Directors on the same terms as other investors. Director participation reflects alignment with shareholders and confidence in the Company’s development strategy.
Resolution 8 seeks approval to issue up to 9,259,259 shares under the shortfall offer associated with the SPP. These shares would only be issued if eligible shareholders subscribe for less than $10 million under the SPP. This approval provides the Company with flexibility to complete the capital raising efficiently, should there be any shortfall in demand under the SPP.
Approval of these resolutions secures the funding necessary to advance development activities and strengthen the Company’s balance sheet as it progresses toward production.
Proposed Change of Company Name
Resolution 9 seeks approval to change the Company’s name to Maritana Minerals Limited.
The proposed name change reflects the Company’s strategic evolution from a broadly focused explorer to a development-stage gold company centred on the Black Swan Processing Hub and a consolidated regional production platform.
Horizon Minerals Limited | ACN 007 761 186 Level 2, 16 Ord Street, West Perth, WA 6005 | +61 8 9386 9534
horizonminerals.com.au [email protected]
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Importantly, the Board considers that a new name will:
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provide clearer brand differentiation in the market, particularly given the presence of other ASX-listed entities with similar names including ASX Horizon Gold Limited;
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reduce potential investor confusion and improve market clarity;
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align the Company’s identity with its production-focused strategy and growing asset base; and
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support institutional engagement as the Company transitions toward cash flow generation.
The Board believes the proposed name will better position the Company for its next phase of growth and more accurately reflect its strategic direction.
Managing Director Performance Rights
Resolution 10 seeks approval under Listing Rule 10.14 for the issue of 355,406 Performance Rights to Managing Director Grant Haywood under the Company’s Long Term Incentive Plan.
The proposed Performance Rights are subject to performance hurdles and are intended to align executive remuneration with long-term shareholder value creation. No cash consideration is payable and vesting is contingent on the achievement of defined performance conditions which are outlined in the Notice of EGM.
Board Recommendation
The Directors unanimously recommend that shareholders vote in favour of all Resolutions.
Each Director intends to vote shares they control in favour of the relevant Resolutions, subject to the voting exclusions detailed in the Notice of Meeting.
The Board believes these initiatives collectively position the Company to complete its funding program, advance the Black Swan Processing Hub, align leadership with shareholder outcomes and establish a corporate identity consistent with its strategic ambitions.
Full details of the Resolutions are set out in the accompanying Notice of Meeting and Explanatory Statement. Shareholders are encouraged to lodge their proxy votes by no later than 11:00am (AWST) on Sunday, 5 April 2026.
On behalf of the Board, I thank you for your continued support.
Yours faithfully,
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GRANT HAYWOOD Managing Director
For and on behalf of the Board
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HORIZON MINERALS LIMITED ACN 007 761 186 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 11:00am (AWST) DATE : 7 April 2026 PLACE : Steinepreis Paganin Level 14, 250 St Georges Terrace Perth, WA 6000
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 11:00am (AWST) on 5 April 2026.
1
B U S I N ES S OF TH E M EE T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1
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 approve and ratify the prior issue of 30,379,867 Placement Shares on the terms and conditions set out in the Explanatory Statement."
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1A
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 approve and ratify the prior issue of 20,511,643 Placement Shares on the terms and conditions set out in the Explanatory Statement."
3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES – LISTING RULE 7.1
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, Shareholders approve the issue by the Company of up to 111,034,416 Placement Shares on the terms and conditions set out in the Explanatory Statement."
4. RESOLUTION 4 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTOR – ASHOK PAREKH
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 10.11 and for all other purposes, approval is given for the Company to issue 27,778 Placement Shares to Ashok Parekh (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTOR – WARREN HALLAM
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 10.11 and for all other purposes, approval is given for the Company to issue 27,778 Placement Shares to Warren Hallam (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTOR – ROBERT WAUGH
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 10.11 and for all other purposes, approval is given for the Company to issue 27,778 Placement Shares to Robert Waugh (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
7. RESOLUTION 7 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTOR – GRANT HAYWOOD
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 10.11 and for all other purposes, approval is given for the Company to issue 27,778 Placement Shares to Grant Haywood (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE SHORTFALL 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, Shareholders approve the issue by the Company of up to 9,259,259 Shortfall Shares on the terms and conditions set out in the Explanatory Statement."
9. RESOLUTION 9 – CHANGE OF COMPANY NAME
To consider and, if thought fit, to pass the following resolution as a special resolution :
“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to ” Maritana Minerals Limited ”.
10. RESOLUTION 10 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MANAGING DIRECTOR
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 355,406 Performance Rights to Grant Haywood (or their nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.”
Dated: 24 February 2026
Voting Prohibition Statements
| Resolution 10 – Approval to issue Performance Rights to Managing Director |
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
|---|---|
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 Tranche 1 Placement Shares – Listing Rule 7.1 |
Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. |
|---|---|
| Resolution 2 – Ratification of Tranche 1 Placement Shares – Listing Rule 7.1A |
Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. |
| Resolution 3 – Approval to Issue Tranche 2 Placement Shares – Listing Rule 7.1 |
Unrelated Placement Participants (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 4 – Approval to Issue Tranche 2 Placement Shares to Director – Ashok Parekh |
Ashok Parekh (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 5 – Approval to Issue Tranche 2 Placement Shares to Director – Warren Hallam |
Warren Hallam (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 6 – Approval to Issue Tranche 2 Placement Shares to Director – Robert Waugh |
Robert Waugh (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 7 – Approval to Issue Tranche 2 Placement Shares to Director – Grant Haywood |
Grant Haywood (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 8 – Approval to Issue Shortfall Shares |
Shortfall Participants (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 10 – Approval to issue Performance Rights to Managing Director |
Grant Haywood (or their nominee(s)) and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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 on +61 8 9386 9534.
E X PL A N A T O R Y S T A T EM E N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND TO RESOLUTIONS 1 TO 8
1.1 Placement
On 17 February 2026, the Company announced that it was undertaking a placement to unrelated sophisticated and institutional investors ( Unrelated Placement Participants ), as well as Directors, Ashok Parekh, Warren Hallam , Robert Waugh and Grant Haywood (together, the Related Party Participants ) to raise $175,000,000 (before costs) through the issue of 162,037,038 Shares ( Placement Shares ) at $1.08 per Share ( Placement ).
The Placement will be completed in two tranches, comprising:
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(a) ( Tranche 1 ) 50,891,510 Placement Shares which were issued to Unrelated Placement Participants on 25 February 2026, comprising:
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(i) 30,379,867 Placement Shares issued pursuant to the Company’s placement capacity under Listing Rule 7.1, which the Company is seeking to ratify under Resolution 1; and
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(ii) 20,511,643 Placement Shares issued pursuant to the Company’s placement capacity under Listing Rule 7.1A, which the Company is seeking to ratify under Resolution 2),
(together, the Tranche 1 Placement Shares ); and
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(b) ( Tranche 2 ) 111,145,528 Placement Shares will be issued under the second tranche of the Placement, comprising:
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(i) 111,034,416 Placement Shares to Unrelated Placement, subject to Shareholder approval under Resolution 3; and
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(ii) an aggregate of 111,112 Placement Shares to Related Party Participants (or their nominee(s)), subject to Shareholder approval under Resolutions 4 to 7),
(together, the Tranche 2 Placement Shares ).
1.2 Share Purchase Plan
In addition to the Placement, the Company is undertaking a share purchase plan at the same price as the Placement of $1.08 per Share to raise up to $10,000,000 (9,259,259 Shares) ( SPP ).
The SPP offer also includes a shortfall offer ( Shortfall Offer ), which is a conditional offer of up to 9,259,259 Shares ( Shortfall Shares ). In the event that less than $10,000,000 is applied for under the SPP, the Directors may seek to place that number of Shares at an issue price of $1.08 per Share constituting the shortfall from the SPP.
Resolution 8 seeks Shareholder approval to issue the Shortfall Shares under the Shortfall Offer.
1.3 Lead Manager
The Company has entered into a lead manager mandate ( Mandate ) and an underwriting agreement ( Underwriting Agreement ) with Petra Capital Pty Ltd ( Petra Capital ), pursuant to which Petra Capital has agreed to act as lead manager to the Placement and to fully underwrite the Placement.
Petra Capital will be paid:
(a) a management fee of 2% (plus GST) of the total gross amount raised under the Placement; and
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(b) a placement and underwriting fee of 3% (plus GST) of the total gross amount raised under the Placement.
The fees are only payable once under the Mandate and the Underwriting Agreement.
The Mandate and the Underwriting Agreement otherwise contains terms which are standard for agreements of its nature (including representations, warranties and confidentiality provisions).
1.4 Use of funds
Funds raised will be applied to Black Swan Processing Hub refurbishment and gold conversion, site and infrastructure, open pit and underground pre-production, exploration and geology, pre-production operating costs, contingency, working capital and other costs associated with the Placement.
2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES
2.1 General
Resolutions 1 and 2 seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 50,891,510 Placement Shares on 25 February 2026 to Unrelated Placement Participants (or their nominee(s)) pursuant to Tranche 1 of the Placement.
30,379,867 Placement Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being the subject of Resolution 1) and 20,511,643 Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being the subject of Resolution 2).
2.2 Listing Rules 7.1 and 7.1A
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at its annual general meeting held on 28 November 2025.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the date of issue.
2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
2.4 Technical information required by Listing Rule 14.1A
If Resolutions 1 and 2 are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.
If Resolutions 1 and 2 are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the
number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue.
2.5 Information required by Listing Rule 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
Professional and sophisticated investors who were identified through a bookbuild process, which involved Petra Capital 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 Securities issued |
50,891,510 Placement Shares were issued on the following basis: (a) 30,379,867 Placement Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 1); and (b) 20,511,643 Placement Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2). |
| Terms of Securities | The 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 Securities were issued |
25 February 2026. |
| Price or other consideration the Company received for the Securities |
$1.08 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.4 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue |
The Placement Shares were not issued under an agreement. |
| Voting Exclusion Statement |
Voting exclusion statements apply to these Resolutions. |
| Compliance | The issue did not breach Listing Rule 7.1 or 7.1A. |
3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES
3.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 111,034,416 Placement Shares to Unrelated Placement Participants (or their nominee(s)) pursuant to Tranche 2 of the Placement.
3.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue 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.
3.3
Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue and as such will not raise the further $119,917,169 under Tranche 2 of the Placement.
3.4 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 |
Professional and sophisticated investors who were identified through a bookbuild process, which involved Petra Capital 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 class to be issued |
111,034,416 Placement Shares will be issued. |
| Terms of Securities | The 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 Securities will be issued |
The Company expects to issue the Placement Shares on 14 April 2026. In any event, the Company will not issue any Shares 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 |
$1.08 per Placement Share. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.4 details of the proposed use of funds. |
| Summary of material terms of agreement to issue |
The Placement Shares were not issued under an agreement. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
4. RESOLUTIONS 4 TO 7 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO DIRECTORS
4.1 General
Resolutions 4 to 7 seek Shareholder approval for the purposes of Listing Rule 10.11 for the issue of an aggregate of 111,112 Placement Shares to Directors, Ashok Parekh, Warren Hallam, Robert Waugh and Grant Haywood (or their nominee(s)), to enable their
participation in the Placement on the same terms as the Unrelated Placement Participants.
Further details in respect of the intended participation of the Related Party Participants (or their nominee(s)) are set out in the table below:
| RECIPIENT | RESOLUTION | PARTICIPATION | PARTICIPATION |
|---|---|---|---|
| QUANTUM | FUNDS RAISED | ||
| SHARES | |||
| Ashok Parekh | 4 | 27,778 | $30,000 |
| Warren Hallam | 5 | 27,778 | $30,000 |
| Robert Waugh | 6 | 27,778 | $30,000 |
| Grant Haywood | 7 | 27,778 | $30,000 |
| Total | 111,112 | $120,000 |
4.2 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 issue of Shares under the Placement to the Related Party Participants (or their nominee(s)) constitutes giving a financial benefit and each of the Related Party Participants 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 issue because the Shares will be issued to the Related Party Participants (or their nominee(s)) on the same terms as Shares issued to the non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.
4.3
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 issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
4.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.4. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue. Accordingly, the Company will not raise a further $120,000 under Tranche 2 of the Placement.
4.5 Technical Information required by Listing Rule 10.13
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the persons to whom Securities will be issued |
Ashok Parekh, Warren Hallam, Robert Waugh and Grant Haywood (or their nominee(s)). |
| Categorisation under Listing Rule 10.11 |
Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the proposed recipients who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. |
| Number of Securities and class to be issued |
The maximum number of Shares to be issued is 111,112 Shares in the allocations set out in Section 4.1. |
| Terms of Securities | The 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 Securities will be issued |
The Company expects to issue the Placement Shares on 14 April 2026. In any event, the Company will not issue any Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
$1.08 per Placement Share. Refer to the table set out in Section 4.1. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.4 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue |
The Placement Shares are not being issued under any agreement. |
| Voting exclusion statements |
Voting exclusion statements apply to these Resolutions. |
5. RESOLUTION 8 – APPROVAL TO ISSUE SHORTFALL SHARES
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Shortfall Shares.
Any portion of the SPP that is not taken up by Eligible Shareholders will form part of a Shortfall Offer. As such, the definitive number of Shortfall Shares issued under this Resolution will be determined once the SPP has completed.
Refer to Section 1.2 for further information with respect to the SPP.
5.1 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue 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.
5.2 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, the Company will not be able to proceed with the issue and as a consequence, the Company will not be able to raise further funds under the Shortfall Offer.
5.3
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 Shortfall Shares will be issued to participants in the Shortfall Offer (Shortfall Participants). The allocation of Shortfall Shares under the Shortfall Offer will be determined by the Board at their discretion, and may be influenced by the following factors: (a) the number of Shares applied for by participants under the SPP; (b) the overall level of demand under the SPP and Shortfall Offer; (c) the likelihood that participants will be long-term Shareholders; (d) the Company's desire to establish a wide spread of investors, including institutional investors; and (e) any other factors that the Company considers appropriate. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
The maximum number of Shortfall Shares to be issued is 9,259,259 Shares. |
| Terms of Securities | The Shortfall 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 any Shortfall Shares on 14 April 2026. In any event, the Company will not issue any Shares 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 |
$1.08 per Share. |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to ensure that the Company can raise the full $10,000,000 under the SPP. The Company intends to apply the funds raised from the SPP towards the activities set out in Section 1.4. |
| Summary of material terms of agreement to issue |
The Shares are not being issued under an agreement. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
6. RESOLUTION 9 – CHANGE OF COMPANY NAME
Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.
This Resolution seeks the approval of Shareholders for the Company to change its name to “Maritana Minerals Limited”.
The Board proposes this change of name on the basis that it believes the proposed name more accurately reflects the future operations of the Company.
The proposed name has been reserved by the Company with ASIC and if this Resolution is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change. If this Resolution is passed the change of name will take effect when ASIC alters the details of the Company’s registration.
7. RESOLUTION 10 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MANAGING DIRECTOR
7.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.14 for the issue of 355,406 Performance Rights to Grant Haywood (or their nominee(s)) pursuant to the Incentive Plan ( Plan ) on the terms and conditions set out below.
Further details in respect of the Performance Rights proposed to be issued are set out in the table below.
| CLASS | QUANTUM | VESTING CONDITION | EXPIRY DATE |
|---|---|---|---|
| A | 142,162 | Increase in Ore Reserves as per Table 2 in Schedule 1. | 30 June 2030 |
| B | 213,244 | Absolute Total Shareholder Return over the three-year period as per the Table 3 in Schedule 1. |
30 June 2030 |
| Total | 355,406 |
7.2 Chapter 2E of the Corporations Act
A summary of Chapter 2E of the Corporations Act is set out in Section 4.2 above.
The issue constitutes giving a financial benefit and Grant Haywood is a related party of the Company by virtue of being a Director.
The Directors (other than Grant Haywood) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue, because the agreement to issue the Performance Rights, reached as part of the remuneration package for Grant Haywood, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
7.3 Listing Rule 10.14
Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:
-
10.14.1 a director of the entity;
-
10.14.2 an associate of a director of the entity; or
-
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.
The issue falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.
7.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue within 3 years after the date of the Meeting. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.14), the issue will not use up any of the Company’s 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue and this incentive will not be issued to Grant Haywood. No other replacement incentive is currently proposed.
7.5 Technical information required by Listing Rule 10.15
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the person to whom Securities will be issued |
Grant Haywood (or his nominee(s)). |
| Categorisation under Listing Rule 10.14 |
Grant Haywood falls within the category set out in Listing Rule 10.14.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of Grant Haywood who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.14.2. |
| Number of Securities and class to be issued |
355,406Performance Rights will be issued. |
| Remuneration package | The current total remuneration package for Grant Haywood (including superannuation, but excluding any discretionary bonuses and any non-cash or equity benefits) is $442,400. If the Securities are issued, the total remuneration package of Grant Haywood will increase by $294,489.52, being the value of the Securities (based on the valuation methodology set out in Schedule 3). |
| Securities previously issued to the recipient/(s) under the Plan |
666,668 Performance Rights have previously been issued to Grant Haywood for nil cash consideration under the Plan. |
| Terms of Securities | The Performance Rights will be issued on the terms and conditions set out in Schedule 1. |
| Consideration of type of Security to be issued |
The Company has agreed to issue the Performance Rights for the following reasons: (a) the issue of the Performance Rights has no immediate dilutionary impact on Shareholders; (b) the issue to Grant Haywood will align the interests of the recipient with those of Shareholders; |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| (c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non- cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Grant Haywood; and (d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed. |
|
| Valuation | The Company values the Performance Rights at a total of $294,489.52, comprising $137,115.70 in respect of the Class A Performance Rights (being $0.9650 per Class A Performance Right) and $157,373.83 in respect of the Class B Performance Rights (being $0.7382 per Performance Right) based on the valuation methodology set out in Schedule 3. |
| 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 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Issue price of Securities | The Securities will be issued at a nil issue price. |
| Material terms of the Plan | A summary of the material terms and conditions of the Plan is set out in Schedule 2. |
| Material terms of any loan |
No loan is being made in connection with the acquisition of the Securities. |
| Additional Information | Details of any Securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Securities under the Plan after this Resolution is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
| Voting prohibition statement. |
A voting prohibition statement applies to this Resolution. |
G L O S S AR Y
$ 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.
Chair means the chair of the Meeting.
Company means Horizon Minerals Limited (ACN 007 761 186).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Eligible Shareholders has the meaning given in Section 1.2.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
Mandate has the meaning given in Section 1.3.
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.
Petra Capital means Petra Capital Pty Limited (ABN 95 110 952 782)
Placement has the meaning given in Section 1.1.
Placement Shares has the meaning given in Section 1.1.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2025.
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 or Option, (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
SPP has the meaning given in Section 1.2.
Tranche 1 Participants has the meaning given in Section 1.1.
Tranche 1 Placement Shares has the meaning given in Section 1.1. Tranche 2 Participants has the meaning given in Section 1.1. Tranche 2 Placement Shares has the meaning given in Section 1.1.
WST means Western Standard Time as observed in Perth, Western Australia.
S C H E DU L E 1 – TE R MS A N D C O N D IT I O N S O F P E R F O R M A N C E R I GH T S
| 1. | Total number of Performance Rights |
As set out in the table at Section 7.1. |
|---|---|---|
| 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. | Measurement Period | The measurement period for each of the Vesting Conditions is 1 July 2025 to 30 June 2028. |
| 4. | Expiry Date | Each Performance Right will expire on the earlier to occur of: (a) The date specified in the table at Section 7.1 in respect of each class of Performance Rights; or (b) The Performance Rights lapsing and being forfeited under the Incentive Plan or the conditions set out in this Schedule 1, (Expiry Date). For the avoidance of doubt, any unconverted Performance Rights will automatically lapse on the Expiry Date. |
| 5. | Vesting Conditions | Each class of Performance Rights will vest if and to the extent the relevant Vesting Conditions set out in the table at Section 7.1 are satisfied (or waived by the Board in its absolute discretion). Further details of the Vesting Conditions in respect to Class A and B are set out in Tables 2 and 3 below. A Performance Right will vest when a vesting notice is given to the holder. |
| 6. | Cessation of employment |
If the holder’s employment is terminated or the holder ceases employment for any reason, any unvested Performance Rights will automatically be forfeited. |
| 7. | Conversion | Upon satisfaction of the relevant Vesting Condition, each Performance Right will, at the election of the holder, vest and convert into one Share. |
| 8. | Dividend and voting rights |
The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends. |
| 9. | 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. |
| 10. | Transferability | The Performance Rights are not transferable. |
| 11. | Reorganisation | If there is a reorganisation (including, without limitation, consolidation, sub-division, reduction or return) of the issued capital of the Company, the rights of a holder will be varied, as appropriate, in accordance with the Listing Rules which apply to reorganisation of capital at the time of the reorganisation |
| 12. | Quotation of Shares on conversion |
An application will be made by the Company to ASX for official quotation of the Shares issued upon the conversion of each Performance Right within the time period required by the Listing Rules. The Company will not apply for quotation of the Performance Rights on ASX. |
| 13. | Participation in new issues |
A Performance Right does not entitle a holder to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues. |
| 14. | 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. |
| 15. | Lapse | If the Vesting Condition relevant to a Performance Right has not been satisfied by the relevant expiry date, then the Performance Rights will automatically lapse. |
Table 2: Ore Reserve Growth Schedule
| Ore Reserve Growth from baseline of 80,000 ounces | Percentage of |
|---|---|
| awards that vest | |
| Ore Reserve maintained over period | 50% |
| Ore Reserve growth by 120,000 ounces* | 75% |
| Ore Reserve growth by 160,000 ounces* | 100% |
| Straight line vesting applies to performance between 50% to 100% percentile |
*after depletion, excluding acquisitions.
Table 3: Total Shareholder Return Schedule
| Increase year on year | 7.5.% | 10% | 12.5% |
|---|---|---|---|
| Definition | Threshold | Target | Stretch |
| Overall % increase over 3-year period | 24.2% | 33.1% | 42.4% |
| Vesting | 50% | 75% | 100% |
(𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑆ℎ𝑎𝑟𝑒 𝑃𝑟𝑖𝑐𝑒−𝑃𝑢𝑟𝑐ℎ𝑎𝑠𝑒 𝑆ℎ𝑎𝑟𝑒 𝑃𝑟𝑖𝑐𝑒) + 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠 Total Shareholder Return ( TSR ) = 𝑃𝑢𝑟𝑐ℎ𝑎𝑠𝑒 𝑃𝑟𝑖𝑐𝑒
S C H E DU L E 2 – TE R MS A N D C O N D IT I O N S O F P L A N
| 1. | Purpose | The purpose of the Employee Incentive Plan is to provide an incentive for eligible participants to participate in the future growth of the Company and to offer any of Options, Performance Rights or Shares to assist with reward, retention, motivation and recruitment of eligible participants |
|---|---|---|
| 2. | Eligible Participants | Eligible participants include a full or part-time employee, or a director of the Company or a subsidiary, relevant contractors, casual employees and prospective parties in these capacities and any person who provides services to the Company (Eligible Participants). |
| 3. | Offers | Subject to any necessary Shareholder approval, the Board may offer Options, Performance Rights or Shares to Eligible Participants for nil consideration. |
| 4. | Expiry Date | The expiry date of any Options or Performance Rights will be determined by the Board. |
| 5. | Vesting Conditions and Lapse |
An Option or Performance Right may only be exercised after it has vested and before its expiry date. The Board may determine the conditions upon the vesting of the Options or Performance Rights at its discretion. By way of example, the Board may impose Share price and/or continuous service vesting hurdles. An Option or Performance Right lapses upon various events including a vesting condition not being satisfied, a participant ceasing to be an Eligible Participant (except for certain matters such as death or permanent disablement) and upon misconduct by a participant. |
| 6. | Shares issued on vesting |
Each Option or Performance Right entitles the holder to one fully paid ordinary share on exercise or vesting. |
| 7. | Transferability | A Performance Right is not transferable. |
| 8. | No voting or dividend rights |
The Options or Performance Rights are personal and do not confer any entitlement to attend or vote at meetings, any entitlement to dividends or any entitlement to participate in any return of capital unless the Options or Performance Rights are vested and the underlying Shares have been issued |
| 9. | No participation rights | The Options or Performance Rights do not entitle the holder to participate in the issue of securities unless the Options or Performance Rights are exercised or vested and Shares have been issued before the record date for determining entitlements |
| 10. | Limitation on number of securities |
Securities to be issued under the Employee Incentive Plan in any 3 year period must not exceed 5% of the total number of Shares on issue at the time of the relevant offer. Various excluded offers may be disregarded so as to not count for the 5% limit being an offer where there is no monetary consideration, any offer to a person outside Australia, an offer not requiring disclosure to investors because of section 708 of the Corporations Act or an offer made under a disclosure document. |
| 11. | Administration of The Employee Incentive Plan |
The Employee Incentive Plan will be administered under the direction of the Board and the Board may determine procedures for the administration of the Employee Incentive Plan as it considers appropriate. |
| 12. | Operation | The operation of the Employee Incentive Plan is subject to the Listing Rules and the Corporations Act. |
| 13. | Takeover Event | Where a Takeover Event occurs all Performance Rights will vest at the election of the holder. For this purpose, "Takeover Event" means a takeover bid for the Company pursuant to Chapter 6 of the Corporations Act where at least 50% of the holders of ordinary shares accept the bid and such bid is free of conditions or a court grants an order approving a compromise or scheme where the ordinary shares are either cancelled or transferred to a third party (not being a scheme of arrangement simply for the purposes of a corporate restructure). |
| 14. | Application of Subdivision 83A-C of theIncome Tax Assessment Act 1997 (Cth) |
Subdivision 83A-C (deferred inclusion of gain in assessable income) of the_Income_ _Tax Assessment Act 1997 (Cth)_applies to the Employee Incentive Plan and holders of securities issued under the Employee Incentive Plan may agree to a restriction period for the disposal or transfer of the securities including any underlying securities. |
S C H E DU L E 3 – V AL U A T I O N O F P ER F OR M A NC E R I GH TS
The indicative value of the Performance Rights to be issued pursuant to Resolution 10 set out below is the maximum value assuming that the vesting conditions will be achieved before the expiry dates of such performance rights.
The assumptions set out below have been used to determine the indicative values of the Performance Rights.
The Class A Performance Rights have been valued using a Black-Scholes Model (non-market based).
| Assumptions: | |
|---|---|
| Valuation date | 11 December 2025 |
| Volatility | 83.38% |
| Risk Free Rate | 4.12% |
| Dividend Yield | Nil |
| Expiry Date | Class A – 30 June 2030 |
| Exercise Price | Nil |
| Indicative value per Performance Rights – Class A |
$0.9650 |
| Total Value of Class A Performance Rights | $137,115.70 |
| Total value of Performance Rights to be issued to Grant Haywood (comprising Class A and Class B Performance Rights pursuant to Resolution 10) |
$294,489.52 |
Note: The valuation noted above is not necessarily the market price that the securities could be traded at and is not automatically the market prices for taxation purposes.
The Class B Performance Rights have been valued using a Hoadley 2 Hybrid ESO Model – Multiple Share Price Targets. This model uses Monte Carlo simulation to simulate the stock’s share price as at the vesting date based on assumptions regarding the volatility of the stock, compared against the share price targets. The simulated share price at the vesting date is then used to calculate the value of the Performance Rights.
| Assumptions: | |
|---|---|
| Valuation date | 11 December 2025 |
| Volatility | 83.38% |
| Risk Free Rate | 4.12% |
| Dividend Yield | Nil |
| Expiry Date | Class B – 30 June 2030 |
| Exercise Price | Nil |
| Indicative value per Performance Rights – Class B | $0.7382 |
| Total Value of Class B Performance Rights | $157,373.83 |
| Total value of Performance Rights to be issued to Grant Haywood (comprising Class A and Class B Performance Rights pursuant to Resolution 10) |
$294,489.52 |
Note: The valuation noted above is not necessarily the market price that the securities could be traded at and is not automatically the market prices for taxation purposes.
==> picture [121 x 56] intentionally omitted <==
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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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Samples/000001/000002/i12
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
I ND
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND
Proxy Form
Step 1 Appoint a Proxy to Vote on Your Behalf
Please mark
to indicate your directions
XX
I/We being a member/s of Horizon Minerals Limited hereby appoint
the Chair of the OR Meeting
PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Horizon Minerals Limited to be held at Steinepreis Paganin, Level 14, 250 St Georges Terrace, Perth, WA 6000 on Tuesday, 7 April 2026 at 11:00am (AWST) and at any adjournment or postponement of that meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chair of the Meeting
as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 10 (except where I/we have indicated a different voting intention in step 2) even though Resolution 10 are connected directly or indirectly with the
| Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 10 |
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(except where I/we have indicated a different voting intention in step 2) even though Resolution 10 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair. Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolution 10 by marking the appropriate box in step 2. Y |
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| Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. Step 2 For Against Abstain 1 Ratification of prior Issue of Tranche 1 Placement Shares – Listing Rule 7.1 2 Ratification of prior Issue of Tranche 1 Placement Shares – Listing Rule 7.1A 3 Approval to Issue Tranche 2 Placement Shares – Listing Rule 7.1 4 Approval to Issue Tranche 2 Placement Shares to Director – Ashok Parekh 5 Approval to Issue Tranche 2 Placement Shares to Director – Warren Hallam 6 Approval to Issue Tranche 2 Placement Shares to Director – Robert Waugh 7 Approval to Issue Tranche 2 Placement Shares to Director – Grant Haywood For Against Abstain 8 Approval to Issue Shortfall Shares 9 Change of Company Name 10 Approval to Issue Performance Rights to Managing Director SAMPLE ONL |
The Chair of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.
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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
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Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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