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METEORIC RESOURCES NL Proxy Solicitation & Information Statement 2026
65311_rns_2026-05-25_5d3ffdb3-8675-4cd5-a4df-b52e4ecc2c53.pdf
Proxy Solicitation & Information Statement
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Meteoric Resources NL
(ABN 64 107 985 651)
NOTICE OF GENERAL MEETING
AND
EXPLANATORY MEMORANDUM
AND
PROXY FORM
Date of Meeting
Thursday, 25 June 2026
Time of Meeting
10:00am (WST)
Place of Meeting
BDO Australia
Level 9
Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
METEORIC RESOURCES NL
ABN 64 107 985 651
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of Shareholders of Meteoric Resources NL (Company) will be held at BDO Australia, Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000 on Thursday, 25 June 2026 at 10:00am (WST) (Meeting) for the purpose of transacting the following business.
Resolution 1 – Ratification of Prior Issue of Placement Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 249,294,118 Shares issued under Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) any person who participated in the issue (or is a counterparty to the agreement being approved); or
(b) any Associate of any person who participated in the issue (or is a counterparty to the agreement being approved).
However, this does not apply to a vote case in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 2 – Ratification of Prior Issue of Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,000,000 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(c) any person who participated in the issue (or is a counterparty to the agreement being approved); or
(d) any Associate of any person who participated in the issue (or is a counterparty to the agreement being approved).
However, this does not apply to a vote case in favour of the Resolution by:
(d) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(e) the Chair of the meeting 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
(f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 3 – Ratification of Prior Issue of Shares – Varginha Consideration Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,402,262 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) any person who participated in the issue (or is a counterparty to the agreement being approved); or
Page 2
METEORIC RESOURCES NL
ABN 64 107 985 651
NOTICE OF GENERAL MEETING
(b) any Associate of any person who participated in the issue (or is a counterparty to the agreement being approved).
However, this does not apply to a vote case in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
A Proxy Form is attached.
To be valid, properly completed Proxy Forms must be received by the Company no later than 10:00am (WST) on Tuesday, 23 June 2026
- by post to:
Automic
GPO Box 5193
Sydney NSW 2001 - by facsimile on +61 2 8583 3040
by delivery to:
Automic
Level 2, 267 St Georges Tce
Perth, WA 6005
- by email to: [email protected]
The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting.
The Explanatory Memorandum and the Proxy Form are part of this Notice.
For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding Shares at 5.00 pm (WST) time on Tuesday, 23 June 2026 will be entitled to attend and vote at the GM.
Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.
By order of the Board and dated 26 May 2026.
PROXIES
A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.
A proxy may, but need not be, a Shareholder of the Company.
The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.
The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.
CORPORATIONS
A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.
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METEORIC RESOURCES NL
ABN 64 107 985 651
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the Shareholders of Meteoric Resources NL ABN 64 107 985 651 (Company) in connection with the business to be conducted at a General Meeting of the Company to be held at BDO Australia, Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000 on Thursday, 25 June 2026 at 10:00am (WST).
This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying notice.
The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.
Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.
- Resolution 1 – Ratification of Prior Issue - Placement Shares
1.1. General
On 22 April 2026 the Company advised it had received commitments for a placement of 235,294,118 new Shares pursuant to Listing Rule 7.1 (Placement Shares) at an issue price of $0.17 to raise $40,000,000 (before costs) (Placement).
Funds from the Placement will be used primarily to finalise the Caldeira Project Definitive Feasibility Study and Environmental Impact Assessment as well as land acquisition and development, drilling costs, pilot plant and laboratory costs and working capital.
The Placement was not underwritten. Canaccord Genuity (Australia) Limited and SCP Resource Finance LP acted as Joint Lead Managers and Bookrunners to the Placement and were paid fees of 6% on gross proceeds raised.
1.2. ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
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 into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.
The issue of the Placement Shares does not fit within any of the exception set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares.
By ratifying the issue of the Placement Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
If Resolution 1 is not passed, the Placement Shares issued under the Placement will be included in the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of such Shares.
1.3. Technical Information required by Listing Rule 14.1A
If Resolution 1 is passed, the Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 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 issue of the Placement Shares.
If Resolution 1 is not passed, the Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing 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.
1.4. Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Resolution 1:
(i) the Placement Shares were issued to sophisticated, professional or other exempt investors, identified by the Joint Lead Managers. Given the stage of development of the Company, the jurisdiction of the assets and size of the placement, the Joint Lead Managers targeted specific institutional groups that would be comfortable with the risk profile of the Company and able to participant in the placement in material manner. None of the subscribers to the Placement were related parties of the Company. No other applicant was a member of the Company's key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity's current issued capital;
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METEORIC RESOURCES NL
ABN 64 107 985 651
EXPLANATORY MEMORANDUM
(ii) a total of 235,294,118 Placement Shares were issued under the Company's Listing Rule 7.1 capacity;
(iii) the issue price was $0.17 per Placement Share;
(iv) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(v) the Placement Shares were issued on 29 April 2026;
(vi) the purpose of the issue of the Placement Shares and the intended use of the funds raised under the Placement is summarised in section 1.1 above;
(vii) the Placement Shares were issued pursuant to a co-manager appointment letter with the Joint Lead Managers, the terms of which have been summarised at section 1.1 above; and
(viii) a voting exclusion statement is set out in Resolution 1 of the Notice.
1.5. Directors' Recommendation
The Directors of the Company believe Resolution 1 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.
- Resolution 2 – Ratification of Prior Issue of Shares
2.1. General
On 29 April 2026 the Company issued 3,000,000 shares to Canaccord Genuity (Australia) Limited and 3,000,000 shares SCP Resource Finance LP as part settlement of commission fees pursuant to the Placement (Fee Shares). Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Fee Shares.
As summarised in 1.1 above, Canaccord Genuity (Australia) Limited and SCP Resource Finance LP were appointed Co-Managers for the Placement. Commissions comprising a 1.0% management fee and a 4.0% selling fee on the Placement amount were paid by the Company. Canaccord Genuity (Australia) Limited and SCP Resource Finance LP agreed to take partial settlement of the commission fees owed in the form of Fee Shares.
2.2. ASX Listing Rules 7.1 and 7.4
A summary of ASX Listing Rule 7.1 is set out in section 1.2 above.
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 those rules.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
2.3. Technical Information required by ASX Listing Rule 14.1A
If Resolution 2 is passed the Fee Shares issued will be excluded in calculating the Company's 15% limit in Listing Rule 7.1 effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
If Resolution 2 is not passed, the Fee Shares issued will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
2.4. Technical Information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 7:
(a) A total of 6,000,000 Fee Shares were issued to Canaccord Genuity (Australia) Limited and SCP Resource Finance LP who are not related parties of the Company nor members of the Company's key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity's current issued capital;
(b) the Company issued 6,000,000 Fee Shares pursuant to existing capacity available under Listing Rule 7.1;
(c) The Fee Shares were issued to Canaccord Genuity (Australia) Limited and SCP Resource Finance LP pursuant to a Co-Managers agreement for the Placement where the Company agreed to pay commissions comprising a 1.0% management fee and a 4.0% selling fee on the Placement. In addition the Company subsequently agreed to partially settle commission fees owed to Canaccord Genuity (Australia) Limited and SCP Resource Finance LP totalling $274,000 by issuing shares at the Placement price;
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METEORIC RESOURCES NL
ABN 64 107 985 651
EXPLANATORY MEMORANDUM
(d) the Fee Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(e) the Fee Shares were issued on 29 April 2026 at a deemed issued price of $0.17 in settlement of commission fees associated with the Placement;
(f) no funds were raised from the issue of Fee Shares; and
(g) a voting exclusion statement is included in Resolution 2 of the Notice.
2.5. Directors' Recommendation
The Directors of the Company believe Resolution 2 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.
- Resolution 3 – Ratification of Prior Issue of Shares – Varginha Consideration Shares
3.1. Background
On 17 November 2025 the Company announced it had formalised the formalised the Sale and Purchase of Mining Rights Agreement (Agreement) for the acquisition of 21 Mining Licences from unrelated vendors Varginha Mineração Ltda., Minas Rio Mineradora Ltda. and Fertimax Fertilizantes Orgânicos Ltda (Varginha Parties)¹ for its Caldeira Ionic Clay Rare Earth Project in Brazil (Caldeira Project).
The Agreement finalised terms for the assignment to Meteoric of 21 Mining & Exploration Licenses, covering an area of 49km² located in the highly prospective southern portion of the Caldeira Project and lie between the Capão do Mel, Soberbo and Figueira Licences.
The material terms of the Agreement are set out below:
| Item | Summary |
|---|---|
| Vendor | • Varginha Mineração Ltda., |
| • Minas Rio Mineradora Ltda., and | |
| • Fertimax Fertilizantes Orgânicos Ltda | |
| Initial Payments (2023) | Cash Payments |
| • USD3.5M (Paid in 2023) | |
| Revised Consideration | Cash Payments |
| • USD1.5M –paid on 31 October 2025 | |
| • USD1.5M – to be paid on or before 31 March 2026 |
Share Payments
• 50M Company shares at a deemed issue price of US10¢ per share²
• Shares will be issued proportionally, based upon the size of the area of the relevant Mining Rights, and contingent on the ANM registering and publishing the Mining Rights in the name of Meteoric totalling 2,317.79ha. |
| Mining Rights Acquired | • MEI has acquired the exclusive, undisputed right to explore and exploit the rare earth (including ‘Y’ (Yttrium)) elements contained in the Mining Licences.
• All remaining Mining Licences shall be immediately transferred to Meteoric, subject to the following three exceptions:
- Mining Licence ANM 831.269/1992 will be transferred upon ANM registering the new mineral substance of rare earth and ‘Y’ elements.
- Mining Exploration Applications 833.176/2008 & 830.955/2006 will be transferred upon formal grant of permit title by the ANM. |
| Royalty | 1% on the value of rare earth oxides contained in products sold by MEI pursuant to the Mining Rights. |
| Advance Royalty Payment | • USD300,000 per annum, from commencement of production at the Caldeira Project until mining starts within the area comprising the Mining Rights.
• Advance Royalty Payments are recoverable, up to 50% of entitlement in any year, until fully offset. |
| Termination | • Withdrawal by Meteoric, at any time, without restitution.
• Material breach by either party. |
On 11 May 2026 the Company issued 16,402,262 fully paid ordinary shares following confirmation that mining application licence 833486/1996 covering a total area of 760.34ha had been transferred and registered in the Company's wholly owned subsidiary, Meteoric Caldeira Mineração Ltda (Varginha Consideration Shares).
Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Varginha Consideration Shares.
¹ Refer ASX release “Significant Strategic Expansion to Tier 1 Caldeira REE Project” dated 24 April 2023.
² 47 million shares of the Share Consideration Shares to be issued pursuant to Listing Rule 7.1 with the Company agreeing to procure the balance of 3 million shares on market or other similar mechanism if required.
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METEORIC RESOURCES NL
ABN 64 107 985 651
EXPLANATORY MEMORANDUM
3.2. ASX Listing Rules 7.1 and 7.4
A summary of ASX Listing Rule 7.1 is set out in section 1.2 above.
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 those rules.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
3.3. Technical Information required by ASX Listing Rule 14.1A
If Resolution 3 is passed the Varginha Consideration Shares issued will be excluded in calculating the Company's 15% limit in Listing Rule 7.1 effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
If Resolution 3 is not passed, the Varginha Consideration Shares issued will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
3.4. Technical Information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 7:
(a) A total of 16,402,262 Varginha Consideration Shares were issued to Varginha Mineração Ltda., Minas Rio Mineradora Ltda. and Fertimax Fertilizantes Orgânicos Ltda (Varginha Parties) who are not related parties of the Company nor members of the Company's key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity's current issued capital;
(b) the Company issued 16,402,262 Varginha Consideration Shares pursuant to its existing capacity available under Listing Rule 7.1;
(c) the Varginha Consideration Shares were issued pursuant to the Sale and Purchase of Mining Rights Agreement for the acquisition of 21 Mining Licences announced on 17 November 2025;
(d) the Varginha Consideration Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(e) the Varginha Consideration Shares were issued on 11 May 2026 at a deemed issued price of $0.10 in consideration for the transfer of mining application licence 833486/1996 totalling 760.34ha;
(f) no funds were raised from the issue of Varginha Consideration Shares; and
(g) a voting exclusion statement is included in Resolution 3 of the Notice.
3.5. Directors' Recommendation
The Directors of the Company believe Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.
Page 7
In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:
Agreement has the meaning set out in section 3.1.
ASX means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd.
Board means the board of Directors of the Company.
Caldeira Project means the Caldeira Project located in Minas Gerais, Brazil.
Chair means Chair of the Meeting.
Closely Related Party has the same meaning as defined in Section 9 of the Corporations Act.
Company means Meteoric Resources NL ABN 64 107 985 651.
Constitution means the Company's constitution, as amended from time to time.
Corporations Act means Corporations Act 2001 (Cth).
Director means a director of the Company.
Explanatory Memorandum means this information attached to the Notice, which provides information to Shareholders about the Resolutions contained in the Notice.
Fee Shares has the meaning in section 2.1 of this Notice
GM means a General Meeting
Key Management Personnel has the meaning given to that term in section 9 of the Corporations Act.
Listing Rules means the listing rules of ASX.
Meeting has the meaning in the introductory paragraph of the Notice.
Notice or Notice of Meeting means the Notice of General Meeting accompanying this Explanatory Memorandum.
Option means an option to acquire a share.
Placement has the meaning given in section 1.1 of this Notice.
Placement Shares has the meaning given in section 1 of this Notice.
Proxy Form means the proxy form attached to this Notice.
Related Parties has the meaning in section 2.2 of this Notice
Resolution means a resolution contained in the Notice.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means the holder of a share.
Varginha Consideration Shares has the meaning set out in section 3.1.
Varginha Parties means Varginha Mineração Ltda., Minas Rio Mineradora Ltda. and Fertimax Fertilizantes Orgânicos Ltd
VWAP means volume weighted average price.
Page 8
METEORIC
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Meteoric Resources NL | ABN 64 107 985 651
Your proxy voting instruction must be received by 10:00am (AWST) on Tuesday, 23 June 2026, 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/#/name 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://portal.automic.com.au/investor/home 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.
BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
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)
AUTO MIC
MEI
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Meteoric Resources NL, to be held at 10:00am (AWST) on Thursday, 25 June 2026 at BDO Australia, Level 9, Mia Yellagonga Tower 2, 5 Spring Street Perth WA 6000 hereby:
Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.
Please note: 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. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by marking 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 Placement Shares | ☐ | ☐ | ☐ |
| 2 | Ratification of Prior Issue of Shares | ☐ | ☐ | ☐ |
| 3 | Ratification of Prior Issue of Shares – Varginha Consideration Shares | ☐ | ☐ | ☐ |
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll.
STEP 3 - Signatures and contact details
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).