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MOHO RESOURCES LIMITED — AGM Information 2025
Oct 23, 2025
65359_rns_2025-10-23_56d3bbee-55fb-4313-8a36-ed0ef115e501.pdf
AGM Information
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MOHO RESOURCES LIMITED ACN 156 217 971 NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 1:00 pm (WST) DATE : 26 November 2025 PLACE : Templar Level 1, 1205 Hay Street West Perth WA 6005
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 4:00 pm (WST) on 24 November 2025.
B U S I N ES S OF TH E M EE T I N G
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BRYCE GOULD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of clause 15.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Bryce Gould, a Director, retires by rotation, and being eligible, is re-elected as a Director.”
4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES TO THE TEMPLAR NOMINEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,011,777 Shares to the Templar Nominees on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 4 – RATIFICATION OF AGREEMENT TO ISSUE SHARES TO GOLDTIMERS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue 12,000,000 Shares to Goldtimers Prospecting Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 5 – RATIFICATION OF AGREEMENT TO ISSUE SHARES TO THE VENDORS OF MOONLIGHT METALS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue 24,000,000 Shares to the Vendors (or their respective nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
7. RESOLUTION 6 – RATIFICATION OF AGREEMENT TO ISSUE PERFORMANCE RIGHTS TO THE VENDORS OF MOONLIGHT METALS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue 24,000,000 Performance Rights to the Vendors (or their
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respective nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES TO SABRE POWER SYSTEMS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,156,372 Shares to Sabre Power Systems on the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 8 – 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 ratify the issue of 66,643,955 Shares to the Tranche 1 Placement Participants (or their respective nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
10. RESOLUTION 9 – 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 ratify the issue of 74,541,402 Shares to the Tranche 1 Placement Participants (or their respective nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
11. RESOLUTION 10 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 108,814,643 Shares to the Tranche 2 Placement Participants (or their respective nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
12. RESOLUTION 11 – APPROVAL TO ISSUE LEAD MANAGER FEE SHARES TO TEMPLAR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 15,000,000 Shares to Templar (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
13. RESOLUTION 12 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS TO TEMPLAR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 80,000,000 Options to Templar (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
14. RESOLUTION 13 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution :
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10%
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of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”
Dated: 24 October 2025
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Voting Prohibition Statements
| Resolution 1 – Adoption of Remuneration Report |
In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must not be cast: (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or (b) as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the 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 3 – Ratification of prior issue of Shares to the Templar Nominees |
The Templar Nominees 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 4 – Ratification of agreement to issue Shares to Goldtimers |
Goldtimers (or its nominee) or any other person who participated in the issue or is a counterparty to the agreement being approved (namely, the Goldtimers Agreement) or an associate of that person or those persons. |
| Resolution 5 – Ratification of agreement to issue Shares to the Vendors of Moonlight Metals |
The Vendors (or their respective nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved (namely, the Moonlight Agreement) or an associate of that person or those persons. |
| Resolution 6 – Ratification of agreement to issue Performance Rights to the Vendors of Moonlight Metals |
The Vendors (or their respective nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved (namely, the Moonlight Agreement) or an associate of that person or those persons. |
| Resolution 7 – Ratification of prior issue of Shares to Sabre Power Systems |
Sabre Power Systems Pty Ltd 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 8 – Ratification of prior issue of Tranche 1 Placement Shares – Listing Rule 7.1 |
The Tranche 1 Placement Participants (or their respective nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 9 – Ratification of prior issue of Tranche 1 Placement Shares – Listing Rule 7.1A |
The Tranche 1 Placement Participants (or their respective nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 10 – Approval to issue Tranche 2 Placement Shares |
The Tranche 2 Placement Participants (or their respective 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 11 – Approval to issue Lead Manager Fee Shares to Templar |
Templar (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 12 – Approval to issue Lead Manager Options to Templar |
Templar (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6165 8858.
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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. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on the Company’s ASX market announcements platform released on 30 September 2025.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.
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3. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR – MR BRYCE GOULD
3.1 General
Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Mr Bryce Gould, who has held office without re-election since 29 November 2024 and being eligible retires by rotation and seeks re-election.
Further information in relation to Mr Gould is set out below.
| Qualifications, experience and other material directorships |
Mr Gould is a corporate advisor with over 6 years of experience with recent focus on small-cap resources, industrial and technology companies. Prior to this, he was a project engineer in the resources space for over 6 years. Mr Gould is a Graduate of the Australian Institute of Company Directors and is qualified in both finance and engineering. |
|---|---|
| Term of office | Mr Gould has served as a Director since 1 July 2024 and was last re-elected on 29 November 2024. |
| Independence | If re-elected, the Board considers that Mr Gould will be an independent Director. |
| Board recommendation |
Having received an acknowledgement from Mr Gould that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Mr Gould since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Gould) recommend that Shareholders vote in favour of this Resolution. |
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Gould will be re-elected to the Board as an independent Director.
If this Resolution is not passed, Mr Gould will not continue in their role as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.
4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES TO THE TEMPLAR NOMINEES
4.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 5,011,777 Shares on 19 May 2025 to nominees ( Templar Nominees ) of Templar Corporate Pty Ltd (ACN 108 084 386) ( Templar ) (formerly RM Corporate Finance Pty Ltd) in part satisfaction of a monthly retainer payable for corporate advisory services provided to the Company pursuant to a mandate between the Company and Templar dated 31 October 2024 ( Corporate Advisory Mandate ).
In accordance with the terms of the Corporate Advisory Mandate, Templar provided corporate advisory services to the Company for the period 31 October 2024 to 30 April 2025.
In consideration for these services, the Company agreed to pay Templar (or its nominees) a monthly retainer of $8,000 per month (plus GST to be paid in cash), to be satisfied by the issue of Shares in the Company at a deemed issue price calculated based on a 20% discount to the 10-day VWAP at the end of each calendar month.
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The Corporate Advisory Mandate otherwise contains terms and conditions considered standard for an agreement of its kind.
4.2 Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue (or agree to issue) without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
The issue 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 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 the issue.
4.3 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.
4.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue 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 the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
4.5 Technical information required by Listing Rules 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 |
The Templar Nominees, being Hevel Pty Ltd and Disko Bay Capital Pte Ltd. |
| Number and class of Securities issued |
An aggregate of 5,011,777 Shares were issued as follows: (a) 1,754,122 Shares were issued to Hevel Pty Ltd ; and (b) 3,257,655 Shares were issued to Disko Bay Capital Pte Ltd. |
| Terms of Securities | The 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. |
19 May 2025. |
| Price or other consideration the |
The Shares were issued at a nil issue price, in consideration for certain amounts owing to Templar pursuant to an invoice issued to the Companyin respect of the monthlyretainer |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Company received for the Securities |
fee payable for corporate advisory services provided between 31 October 2024 to 30 April 2025. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy the Company’s obligations under the Corporate Advisory Mandate. |
| Summary of material terms of agreement to issue |
The Shares were issued under the Corporate Advisory Mandate, a summary of the material terms of which is set out in Section 4.1 above. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
5. RESOLUTION 4 – RATIFICATION OF AGREEMENT TO ISSUE SHARES TO GOLDTIMERS
5.1 Background
On 4 September 2025, the Company announced that it had entered into a binding heads of agreement ( Goldtimers Agreement ) with Goldtimers Prospecting Pty Ltd (ACN 668 123 537) ( Goldtimers ) for the acquisition of 100% legal and beneficial ownership of certain prospecting licences located within the Nullagine District of the East Pilbara Mineral Field ( Licences ).
The Goldtimers Agreement has the following material terms:
| CLAUSE | SUMMARY |
|---|---|
| Acquisition | Subject to satisfaction or waiver of certain conditions precedent, Goldtimers agrees to sell and the Company agrees to acquire 100% of Goldtimers’ rights, title and interest in the Licences. |
| Conditions Precedent |
Completion of the Company’s acquisition of the Licences (Goldtimers Completion) is conditional upon the satisfaction or waiver of the following conditions precedent by 5.00pm (WST) on the date that is three months following the execution date: (a) completion of due diligence by the Company on the Licences to the Company’s absolute satisfaction within 14 days of execution of the Goldtimers Agreement; (b) the Licences being granted on terms acceptable to the Company, acting reasonably; (c) the Company and Goldtimers obtaining all third party approvals and consents, and all necessary government approvals or waivers required by the Listing Rules, the Corporations Act or any other law to lawfully complete the Goldtimers Agreement; and (d) Goldtimers, the Company and any relevant third parties, if necessary, executing a deed of assignment and assumption for each third party agreement affecting the Licences, on terms acceptable to the parties, acting reasonably. |
| Consideration | The Company agreed to pay/issue Goldtimers: (a) a cash deposit of $30,000 payable on the execution date, which is refundable if all Licences are not granted on terms acceptable to the Company; (b) a cash payment of $30,000 payable on Goldtimers Completion; and |
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| CLAUSE | SUMMARY |
|---|---|
| (c) 12,000,000 Shares, subject to voluntary escrow for three months from Goldtimers Completion (being the subject of this Resolution). |
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| Completion | Goldtimers Completion is to occur on that date which is two business days after the satisfaction or waiver of the last of the conditions precedent (Goldtimers Completion Date). |
The Goldtimers Agreement is otherwise on terms considered standard for an agreement of its nature.
5.2 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 of the agreement to issue 12,000,000 Shares to Goldtimers (or its nominee(s)) at Goldtimers Completion pursuant to the Goldtimers Agreement.
5.3 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.2 above.
The agreement to issue the Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue (or agree to issue) further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the agreement.
5.4 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 4.3 above.
The Company wishes to retain as much flexibility as possible to issue (or agree to issue) additional equity securities in the future without having to obtain Shareholder approval for such issues (or agreements) under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue Shares under the Goldtimers Agreement.
5.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the agreement to issue the 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 (or agree to issue) without Shareholder approval over the 12 month period following the date of the agreement.
If this Resolution is not passed, the agreement to issue the Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue (or agree to issue) without Shareholder approval over the 12 month period following the date of the agreement.
5.6 Technical information required by Listing Rules 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 |
The Shares will be issued to Goldtimers. |
| Number and class of Securities issued |
12,000,000 Shares were agreed to be issued under the Goldtimers Agreement. |
| Terms of Securities | The Shares to be issued 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. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Date(s) on or by which the Securities were issued. |
The Company agreed to issue the Shares on 2 September 2025. The Shares will be issued on the Goldtimers Completion Date, which must be no later than 4 December 2025 under the Goldtimers Agreement. |
| Price or other consideration the Company received for the Securities |
The Shares were agreed to be issued at a nil issue price, in consideration for the Company’s acquisition of the Licences under the Goldtimers Agreement. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy the Company’s obligations under the Goldtimers Agreement. |
| Summary of material terms of agreement to issue |
The Shares were agreed to be issued under the Goldtimers Agreement, a summary of the material terms of which is set out in Section 5.1 above. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The agreement to issue the Shares did not breach Listing Rule 7.1. |
6. RESOLUTIONS 5 AND 6 – RATIFICATION OF AGREEMENT TO ISSUE SECURITIES TO VENDORS OF MOONLIGHT METALS
6.1 Background
On 4 September 2025, the Company announced that it had entered into a binding heads of agreement ( Moonlight Agreement ) with Moonlight Metals Pty Ltd (ACN 684 371 293) ( Moonlight Metals ) and the vendors of Moonlight Metals ( Vendors ) for the acquisition of 100% of the issued capital of Moonlight Metals. Moonlight Metals is the sole registered applicant for the exploration licence application E46/1593 in Western Australia ( Tenement ).
The Moonlight Agreement has the following material terms:
| CLAUSE | SUMMARY |
|---|---|
| Acquisition | Subject to satisfaction or waiver of certain conditions precedent, the Vendors agree to sell and the Company agrees to acquire Moonlight Metals. |
| Conditions Precedent |
Completion of the Company’s acquisition of Moonlight Metals (Moonlight Completion) is conditional upon the satisfaction or waiver of the following conditions precedent on or before 5:00pm WST on the date that is 12 months following the execution date: (a) completion of due diligence by the Company on Moonlight (including the Tenement) to the Company’s absolute satisfaction; (b) the application for the Tenement being granted on terms acceptable to the Company, acting reasonably; (c) the parties agreeing the form of royalty deed in respect of the Royalty (defined below) to be signed at Moonlight Completion; (d) the parties obtaining all third party approvals and consents, and all necessary government approvals or waivers required by the Listing Rules, the Corporations Act or any other law to lawfully complete the Moonlight Agreement; and |
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| CLAUSE | SUMMARY |
|---|---|
| (e) the Vendors, the Company and any relevant third parties, if necessary, executing a deed of assignment and assumption for each third party agreement affecting the Tenement, on terms acceptable to the parties, acting reasonably. |
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| Consideration | The Company agreed to pay/issue the Vendors: (a) 24,000,000 Shares at Moonlight Completion, subject to voluntary escrow for a period of three months on and from Completion (being the subject of Resolution 5); (b) 24,000,000 Performance Rights at Moonlight Completion (being the subject of Resolution 6), which shall convert into Shares upon satisfaction of the following milestones: (i) 12,000,000 Performance Rights will convert into Shares if, within four years after the Moonlight Completion Date, the Company announces a JORC-compliant Mineral Resource Estimate (in at least the Inferred category) of at least 100,000 ounces of gold at not less than 2g/t Au within the area of the Tenement; and (ii) 12,000,000 Performance Rights will convert into Shares if, within five years after the Moonlight Completion Date, the Company announces a JORC-compliant Mineral Resource Estimate (in at least the Inferred category) of at least 200,000 ounces of gold at not less than 2g/t Au within the area of the Tenement; and (c) a 2% net smelter return royalty in respect of any minerals from within the area of the Tenement existing as at the later of the date the Tenement is granted and the Moonlight Completion Date (Royalty). The consideration above (including the Royalty) will be apportioned equally amongst the Vendors. |
| Completion | Completion is to occur on that date which is two business days after the satisfaction or waiver of the last of the conditions precedent (Moonlight Completion Date). |
The Goldtimers Agreement is otherwise on terms considered standard for an agreement of its nature.
6.2 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 of the agreement to issue of 24,000,000 Shares (Resolution 5) and an aggregate of 24,000,000 Performance Rights (Resolution 6) to the Vendors (or their respective nominee(s)) at Completion under the Moonlight Agreement.
6.3 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.2 above.
The agreement to issue the relevant Shares and Performance Rights 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 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue (or agree to issue) further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the agreement.
6.4 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 4.3 above.
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The Company wishes to retain as much flexibility as possible to issue (or agree to issue) additional equity securities in the future without having to obtain Shareholder approval for such issues (or agreements) under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue the relevant Shares and Performance Rights under the Moonlight Agreement.
6.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue 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 the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
6.6 Technical information required by Listing Rules 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 |
The Vendors of Moonlight Metals (or their respective nominee(s)), as follows: (a) Greta Purich as trustee for the Razeaki Trust; (b) Graeme Hardwick; (c) Hevel Pty Ltd as trustee for the Colourful Trust; and (d) Disko Bay Capital Pte Ltd. Pursuant to the terms of the Goldtimers Agreement, the Shares and Performance Rights were agreed to be apportioned equally amongst the Vendors. |
| Number and class of Securities issued |
24,000,000 Shares (Resolution 5) and 24,000,000 Performance Rights (Resolution 6) were agreed to be issued under the Moonlight Agreement. |
| Terms of Securities | The Shares agreed to be issued are fully paid ordinary shares in the capital of the Company to be issued on the same terms and conditions as the Company’s existing Shares. The Performance Rights were agreed to be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities were issued. |
The Company agreed to issue the Shares and Performance Rights on 2 September 2025. The Shares and Performance Rights will be issued on the Moonlight Completion Date, which must be no later than 4 September 2026. As at the date of this Notice, the Shares and Performance Rights have not yet been issued. If the Shares and Performance Rights are not issued within 3 months following the date of the Meeting, this Resolution will be of no effect. |
| Price or other consideration the Company received for the Securities |
The Shares and Performance Rights were agreed to be issued at a nil issue price, in consideration for the Company’s acquisition of Moonlight Metals. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy the Company’s obligations under the Moonlight Agreement. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Summary of material terms of agreement to issue |
The Shares and Performance Rights were agreed to be issued under the Moonlight Agreement, a summary of the material terms of which is set out in Section 6.1 above. |
| Voting Exclusion Statement |
A voting exclusion statement applies to each of these Resolutions. |
| Compliance | The agreement to issue the Shares and Performance Rights did not breach Listing Rule 7.1. |
7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES TO SABRE POWER SYSTEMS
7.1 Background
The Company entered into a commercial sublease agreement with Sabre Power Systems Pty Ltd (ACN 105 751 399) ( Sabre Power Systems ) dated 1 July 2024 (as varied on 1 October 2025) pursuant to which Sabre Power Systems agreed to sublease a single office and workstation to the Company ( Sabre Agreement ).
The Sabre Agreement has the following material terms:
| CLAUSE | SUMMARY |
|---|---|
| Term | The sublease is a periodic tenancy from 1 July 2024 to 31 December 2024 and automatically continues on a six month rolling basis unless and until the Sabre Agreement is terminated. |
| Rent | The Company agreed to pay rent of $4,000 per month (plus GST) to be adjusted upon a six month renewal of the Sabre Agreement for any changes to Sabre Power Systems’ rental rate, which is payable in cash only unless the parties separately agree, on a case-by-case basis, to satisfy any amount payable in cash by the issue of Shares, subject to the Listing Rules (including Shareholder approval requirements) and any applicable Corporations Act requirements. |
| Termination | Either party may terminate the Sabre Agreement after six months by giving notice to the other party at least 30 days prior to the date of termination. If no party gives notice, the sublease shall be automatically renewed for an additional six months unless and until such time as either party gives 30 days’ notice prior to the end of any six-month term. |
The Sabre Agreement is otherwise on terms considered standard for an agreement of its nature.
7.2 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 4,156,372 Shares to Sabre Power Systems on or around 28 October 2025 in satisfaction of $32,000 owing to Sabre Power Systems for the period from 1 July 2024 to 31 August 2025 under the Sabre Agreement.
7.3 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.2 above.
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 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 the issue.
7.4 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 4.3 above.
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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.
7.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue 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 the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
7.6 Technical information required by Listing Rules 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 |
Sabre Power Systems. |
| Number and class of Securities issued |
4,156,372 Shares were issued. |
| Terms of Securities | The 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. |
On or around 28 October 2025. |
| Price or other consideration the Company received for the Securities |
The Shares were issued at a deemed issue price of $0.007699 (being the volume weighted average price of Shares calculated over the 20 trading days prior to 13 October 2025), in consideration for amounts owing to Sabre Power Systems for the period from 1 July 2024 to 31 August 2025 under the Sabre Agreement. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue was to satisfy the Company’s obligations under the Sabre Agreement. |
| Summary of material terms of agreement to issue |
The Shares were issued under the Sabre Agreement, a summary of the material terms of which is set out in Section 7.1 above. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
8. BACKGROUND TO RESOLUTIONS 8 TO 12 – PLACEMENT
8.1 Placement
On 21 October 2025, the Company announced that it received firm commitments from unrelated sophisticated and professional investors ( Placement Participants ) to raise up to $2,000,000 (before costs) through the issue of an aggregate of 250,000,000 Shares at an issue price of $0.008 per Share ( Placement ).
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The Placement is to be completed in two tranches as follows:
-
(a) the Company issued 141,185,357 Shares to unrelated Placement Participants on or around 28 October 2025, comprising:
-
(i) 66,643,955 Shares issued pursuant to the Company’s existing placement capacity under Listing Rule 7.1 (being the subject of Resolution 8); and
-
(ii) 74,541,402 Shares issued pursuant to the Company’s existing placement capacity under Listing Rule 7.1A (being the subject of Resolution 9),
(together, Tranche 1 ); and
- (b) the Company intends to issue up to 108,814,643 Shares to unrelated Placement Participants, subject to Shareholder approval (being the subject of Resolution 10) ( Tranche 2 ).
8.2 Use of funds
Funds raised under the Placement will be used:
-
(a) to accelerate the Company’s exploration activities at the Bush Chook Project in WA, including:
-
(i) a planned RC drilling program across multiple prospective areas; and
-
(ii) an extensive and aggressive program of soil sampling, stream sediment sampling and rock chip sampling to expand the Company’s database of drill targets;
-
(b) towards costs of the Placement; and
-
(c) for general working capital purposes.
8.3 Lead Manager
The Company engaged the services of Templar Corporate Pty Ltd (ACN 108 084 386) ( Templar ) to act as corporate advisor and lead manager to the Placement pursuant to a lead manager mandate dated 16 October 2025 ( Mandate ).
Pursuant to the Mandate, in consideration for corporate advisory and lead manager services provided, the Company agreed to pay/issue Templar the following fees:
-
(a) a placement fee of 6% (plus GST payable in cash) of the total funds raised under the Placement which, subject to Shareholder approval, will convert into Shares at a deemed issue price equivalent to the issue price of Shares under the Placement of $0.008 ( Lead Manager Fee ). If Shareholder approval is not obtained, the cash equivalent of the Lead Manager Fee will be payable;
-
(b) subject to Shareholder approval, 80,000,000 unlisted Options, exercisable at $0.02 each on or before 30 November 2029 ( Lead Manager Options ) to be issued to Templar (or its nominee(s)); and
-
(c) a retainer of $6,000 (plus GST) per month for 12 months which, subject to Shareholder approval, will accrue and convert into Shares at a deemed issue price equivalent to a 20% discount to the 10-day VWAP for the period ending on the last day of each calendar month (as calculated month to month). If Shareholder approval is not obtained, the cash equivalent monthly retainer is payable.
The Mandate commenced on 16 October 2025 and will continue until the earlier of 16 October 2026 or until the Mandate is terminated by either party.
The Mandate otherwise contains terms which are standard for an agreement of this type.
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9. RESOLUTIONS 8 AND 9 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES - LISTING RULES 7.1 AND 7.1A
9.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 141,185,357 Shares at an issue price of $0.008 per Share to raise approximately $1,129,483 (before costs) under Tranche 1 of the Placement as set out in Section 8.1 above.
66,643,955 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 8) and 74,541,402 Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution 9).
9.2 Listing Rules 7.1 and 7.1A
A summary of Listing Rule 7.1 is set out in Section 4.2 above.
Under Listing Rule 7.1A however, 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 this approval at its annual general meeting held on 29 November 2024. The Company’s ability to utilise the additional 10% capacity is conditional on Resolution 13 being passed at this Meeting.
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 Rule 7.1 and 7.1A for the 12 month period following the date of the issue.
9.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 4.3 above.
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.
9.4 Technical information required by Listing Rule 14.1A
If these Resolutions 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 the issue.
If these Resolutions 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 the issue.
The Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A remains conditional on Resolution 13 being passed at this Meeting.
9.5 Technical information required by Listing Rules 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 Templar and the Company seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that, other than Mr Peter Darren Russell who is a substantial Shareholder,no other Material |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Persons were issued more than 1% of the issued capital of the Company. |
|
| Number and class of Securities issued |
141,185,357 Shares were issued on the following basis: (a) 66,643,955 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 8); and (b) 74,541,402 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 9). |
| Terms of Securities | The 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 |
On or around 28 October 2025. |
| Price or other consideration the Company received for the Securities |
$0.008 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 |
The purpose of the issue was to raise capital, which the Company intends to apply towards those items set out in Section 8.2 above. |
| Voting Exclusion Statement |
A voting exclusion statement applies to each of these Resolutions. |
| Compliance | The issue did not breach Listing Rule 7.1. |
10. RESOLUTION 10 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES
10.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 108,814,643 Shares to the Tranche 2 Placement Participants at an issue price of $0.008 per Share to raise up to an additional approximate $870,517 (before costs) under Tranche 2 of the Placement as set out in Section 8.1 above.
10.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.2 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.
10.3 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 may have to consider alternative means of raising funds.
10.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be |
Professional and sophisticated investors who will be identified through a bookbuildprocess,which will involve |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| issued or the basis on which those persons were or will be identified/selected |
Templar and the Company seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that, other than Mr Peter Darren Russell who is a substantial Shareholder, no other Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
Up to 108,814,643 Shares will be issued. |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Shares within 5 Business Days of the Meeting. 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 |
$0.008 per Share. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to raise capital, which the Company intends to apply towards those items set out in Section 8.2 above. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
11. RESOLUTION 11 – APPROVAL TO ISSUE LEAD MANAGER FEE SHARES TO TEMPLAR
11.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 15,000,000 Shares to Templar (or its nominee(s)) in satisfaction of the Lead Manager Fee payable under the Mandate (but not including GST which is payable in cash), as set out in Section 8.3 above.
11.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
11.3 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 the Company will be required to pay the Lead Manager Fee in cash immediately and without delay, in accordance with the terms of the Mandate.
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11.4 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 |
Templar (or its nominee(s)). |
| Number of Securities and class to be issued |
Up to 15,000,000 Shares will be issued. |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The Shares will be issued at a deemed issue price of $0.008, being the same issue price as Shares issued (or to be issued) under to the Placement, in satisfaction of the Lead Manager Fee payable to Templar in accordance with the terms of the Mandate. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy the Company’s obligations to pay the Lead Manager Fee under the Mandate. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Mandate, a summary of the material terms of which is set out in Section 8.3. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
12. RESOLUTION 12 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS TO TEMPLAR
12.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 80,000,000 Lead Manager Options to Templar (or its nominee(s)) under the Mandate, as set out in Section 8.3 above.
12.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 4.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
12.3 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 in accordance with the terms of the Mandate, the Company must pay the fee in cash
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(valuing the Lead Manager Options using the Black & Scholes valuation method and a volatility of 100%) immediately and without delay.
12.4 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 |
Templar (or its nominee(s)). |
| Number of Securities and class to be issued |
Up to 80,000,000 Lead Manager Options will be issued. |
| Terms of Securities | The Lead Manager Options will be issued on the terms and conditions set out in Schedule 2. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Lead Manager Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The Lead Manager Options will be issued at a deemed issue price of $0.00000001, in consideration for corporate advisory and lead manager services provided to the Company by Templar. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy the Company’s obligations to issue the Lead Manager Options to Templar (or its nominee(s)) under the Mandate. |
| Summary of material terms of agreement to issue |
The Lead Manager Options are being issued under the Mandate, a summary of the material terms of which is set out in Section 8.3 above. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
13. RESOLUTION 13 – APPROVAL OF 7.1A MANDATE
13.1 General
This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
A summary of Listing Rule 7.1 is set out in Section 4.3 above.
Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company’s market capitalisation is $5,963,312 (based on the closing price of Shares oof $0.008 on 23 October 2025). The Company is therefore an Eligible Entity.
13.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.
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If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
13.3 Technical information required by Listing Rule 7.3A
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Period for which the 7.1A Mandate is valid |
The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). |
| Minimum price | Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. |
| Use of funds | The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration), the development of the Company’s current business and general working capital. |
| Risk of economic and voting dilution |
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 23 October 2025. |
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REQUIRED INFORMATION DETAILS The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.
| DILUT | ION | ||||
|---|---|---|---|---|---|
| Number of S (Variable A i 7.1A.2) |
hares on Issue n Listing Rule |
Shares issued – 10% voting dilution |
Issue Price | ||
| $0.004 | $0.008 | $0.012 | |||
| 50% decrease |
Issue Price | 50% increase |
|||
| Funds Raised | |||||
| Current | 745,414,027 Shares |
74,541,402 Shares |
$298,165 | $596,331 | $894,496 |
| 50% increase |
1,118,121,041 Shares |
111,812,104 Shares |
$447,248 | $894,496 | $1,341,745 |
| 100% increase |
1,490,828,054 Shares |
149,082,805 Shares |
$596,331 | $1,192,662 | $1,788,993 |
*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
-
There are currently 745,414,027 Shares on issue as at the date of this Notice. This figure does not include:
-
(a) 12,000,000 Shares agreed to be issued under the Goldtimers Agreement (refer to Resolution 4);
-
(b) 24,000,000 Shares agreed to be issued under the Moonlight Agreement (refer to Resolution 5);
-
(c) 4,156,372 Shares issued to Sabre Power Systems (refer to Resolution 7);
-
(d) 141,185,357 Shares issued under Tranche 1 of the Placement (refer to Resolutions 8 and 9);
-
(e) 108,814,643 Shares to be issued under Tranche 2 of the Placement (refer to Resolution 10); or
-
(f) 15,000,000 Shares to be issued to Templar (or its nominee(s)) under the Mandate (refer to Resolution 11).
-
The issue price set out above is the closing market price of the Shares on the ASX on 23 October 2025 (being $0.008) ( Issue Price The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised.
-
The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
-
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
-
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
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The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
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This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. |
|
| Allocation policy under 7.1A Mandate |
The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable). |
| Previous approval under Listing Rule 7.1A.2 |
The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 November 2024 (Previous Approval). During the 12-month period preceding the date of the Meeting, being on and from 24 November 2024, the Company issued 74,541,402 Shares pursuant to the Previous Approval (Previous Issue), which represent approximately 9.08% of the total diluted number of Equity Securities on issue in the Company on 24 November 2024, which was 821,097,188. Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below. The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue: |
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| REQUIRED INFORMATION | DETAILS | DETAILS |
|---|---|---|
| Date of Issue and Appendix 2A |
28 October 2025 | |
| Number and Class of Equity Securities Issued |
74,541,402 Shares1 | |
| Issue Price and discount to 5-day VWAP |
$0.008 per Share which represents a discount of approximately 11.11% to the closing price of Shares on 21 October 2025, being the date on which the Company agreed to complete the issue. |
|
| Recipients | Unrelated professional and sophisticated investors as part of the Placement announced on 21 October 2025. The placement participants were identified through a bookbuild process, which involved Templar and the Company seeking expressions of interest to participate in the placement from non-related parties of the Company. Other than Mr Peter Darren Russell who is a substantial Shareholder, none of the other Placement Participants were material investors that are required to be disclosed under ASX Guidance Note 21. |
|
| Total Cash Consideration and Use of Funds |
Amount raised: $596,331.22 Amount spent: $Nil Use of funds: As set out in Section 8.2 above. Amount remaining: $596,331.22 Proposed use of remaining funds:2 As set out in Section 8.2 above. |
|
| Voting exclusion statement |
As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice. |
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G L O S S AR Y
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$ means Australian dollars.
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7.1A Mandate has the meaning given in Section 13.1.
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.
Closely Related Party of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Moho Resources Limited (ACN 156 217 971).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
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.
Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
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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, Option or Performance Right (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.
VWAP means volume weighted average price.
WST means Western Standard Time as observed in Perth, Western Australia.
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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. | Entitlement | Each Performance Right entitles the holder to subscribe for one Share upon conversion of the Performance Right. |
|
|---|---|---|---|
| 2. | Consideration | The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares. |
|
| 3. | Milestones | The Performance Rights shall vest as follows: CLASS MILESTONE A The Company announcing a JORC-compliant Mineral Resource Estimate (in at least the Inferred category) of at least 100,000 ounces of gold at not less than 2g/t Au within the area of the Tenement. B The Company announcing a JORC-compliant Mineral Resource Estimate (in at least the Inferred category) of at least 200,000 ounces of gold at not less than 2g/t Au within the area of the Tenement. each, aMilestone. |
|
| 4. | Expiry Date | The Performance Rights, whether vested or unvested, will otherwise expire at 5:00 pm (AWST) as follows: CLASS EXPIRY DATE A Four years after the date on which completion of the Moonlight Agreement Occurs. B Five years after the date on which completion of the Moonlight Agreement Occurs. (Expiry Date). If the relevant Milestone attached to the Performance Right has not been achieved by the Expiry Date, all unconverted Performance Rights of the relevant tranche will automatically lapse at that time. |
|
| 5. | Notice of vesting | The Company shall notify the holder in writing when the relevant Milestone has been satisfied. |
|
| 6. | Quotation of Performance Rights |
The Performance Rights will not be quoted on ASX. | |
| 7. | Conversion | Subject to paragraph 15, upon vesting, each Performance Right will, at the election of the holder, convert into one Share. |
|
| 8. | Timing of issue of Shares on conversion |
Within five Business Days of conversion of the Performance Rights, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted; (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights. If a notice delivered under 8(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors,the |
29
3552-13/3816728_9
| Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
||
|---|---|---|
| 9. | Shares issued on exercise |
Shares issued on exercise of the Performance Rights rank equally with the then issued shares of the Company. |
| 10. | Participation in new issues |
There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without converting the Performance Rights. |
| 11. | Adjustment for bonus issues of Shares |
If the Company makes a bonus issue of Shares or other securities to the Company’s existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment no changes will be made to the Performance Rights. |
| 12. | Reorganisation | If at any time the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation. |
| 13. | Dividend and voting rights |
The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends. |
| 14. | Transferability | The Performance Rights are not transferable. |
| 15. | Deferral of conversion if resulting in a prohibited acquisition of Shares |
If the conversion of a Performance Right under paragraph 7 would result in any person being in contravention of section 606(1) of the Corporations Act (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition: (a) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and (b) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph 15(a) within 7 days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition. |
| 16. | No rights to return of capital |
A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise. |
| 17. | 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. |
| 18. | ASX Listing Rule compliance |
The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules. |
| 19. | No other rights | A Performance Right gives the holder no rights other than those expressly provided by these terms and conditions and those provided at law where such rights at law cannot be excluded by these terms. |
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S C H E DU L E 2 – TE R MS A N D C O N D IT I O N S O F L E A D M A N A G ER O P TI O N S
| 1. | Entitlement | Each Option entitles the holder to subscribe for one Share upon exercise of the Option. |
|---|---|---|
| 2. | Exercise Price | Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.02 (Exercise Price). |
| 3. | Expiry Date | Each Option will expire at 5:00 pm (AWST) on 30 November 2029 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. |
| 4. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 5. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. |
| 6. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 7. | Timing of issue of Shares on exercise |
Within five Business Days after the Exercise Date, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under paragraph 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
| 8. | Shares issued on exercise |
Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
| 9. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| 10. | Participation in new issues |
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. |
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| 11. | Change in exercise price/Adjustment for rights issue |
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. |
|---|---|---|
| 12. | Transferability | The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. |
32
Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Moho Resources Limited | ABN 81 156 217 971
==> picture [156 x 58] intentionally omitted <==
Your proxy voting instruction must be received by 1:00pm (AWST) on Monday, 24 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Moho Resources Limited, to be held at 1:00pm (AWST) on Wednesday, 26 November 2025 at Templar, Level 1, 1205 Hay Street, West Perth WA 6005 hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| STEP 2 - Your voting direction | STEP 2 - Your voting direction |
|---|---|
| Resolutions For Against Abstain |
Resolutions For Against Abstain |
| 1 ADOPTION OF REMUNERATION REPORT |
8 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1 |
| 2 RE-ELECTION OF DIRECTOR – MR BRYCE GOULD |
9 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1A |
| 3 RATIFICATION OF PRIOR ISSUE OF SHARES TO THE TEMPLAR NOMINEES |
10 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES |
| 4 RATIFICATION OF AGREEMENT TO ISSUE SHARES TO GOLDTIMERS |
11 APPROVAL TO ISSUE LEAD MANAGER FEE SHARES TO TEMPLAR |
| 5 RATIFICATION OF AGREEMENT TO ISSUE SHARES TO THE VENDORS OF MOONLIGHT METALS |
12 APPROVAL TO ISSUE LEAD MANAGER OPTIONS TO TEMPLAR |
| 6 RATIFICATION OF AGREEMENT TO ISSUE PERFORMANCE RIGHTS TO THE VENDORS OF MOONLIGHT METALS |
13 APPROVAL OF 7.1A MANDATE |
| 7 RATIFICATION OF PRIOR ISSUE OF SHARES TO SABRE POWER SYSTEMS |
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| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. |
| STEP 3 | STEP 3 | STEP 3 | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | – Signatures and contact details | |||||||||||||||||||||||||||
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| Individual | or Securityholder 1 | Securityholder 2 | Securityholder 3 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | ||||||||||||||||||||||||||||||||||||||||||||||||
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| Address: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | |||||||||||||||||||||||||||||||||||||||||||||||||
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| By providing | your | email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |