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MT MALCOLM MINES NL — AGM Information 2025
Oct 21, 2025
65280_rns_2025-10-21_747c7db6-2250-4cfe-a5c7-359abdfd8064.pdf
AGM Information
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ACN: 646 466 435
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22 October 2025
Dear Shareholder
Annual General Meeting – Notice and Proxy Form
Notice is hereby given that the Annual General Meeting (Meeting) of Shareholders of Mt Malcolm Mines NL ( “Mt Malcolm” or “the Company” ) (ASX: M2M) will be held at Nexia Perth, located at Level 4, 88 William Street, Perth, Western Australia on Thursday, 20 November 2025 at 2.00pm (AWST).
In accordance with current legislation, the Company will not be dispatching physical copies of the Notice of Meeting ( NOM ). Instead, a copy of the NOM is available at https://mtmalcolm.com.au as well as on the ASX announcement platform. As you have not elected to receive notices by email, a copy of your proxy form is enclosed for your convenience. Shareholders are encouraged to complete and return their Proxy Form via:
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online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://investor.automic.com.au/#/loginsah, or
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post to Automic, GPO Box 5193, Sydney NSW 2001, or
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in person to Automic, Level 5, 126 Phillip Street, Sydney NSW 2000; or
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email to the Share Registry at [email protected]
Your proxy voting instruction must be received by 2.00pm (AWST) on Tuesday 18 November 2025, being not less than 48 hours before the commencement of the Meeting.
Any proxy voting instructions received after that time will not be valid for the Meeting.
The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company on +61 (08) 6244 6617 or the Company Secretary on +61 (08) 9463 2463.
For and on behalf of the Board
Henko Vos Company Secretary
mtmalcolm.com.au [email protected] Phone: (08) 6244 6617
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MT MALCOLM MINES NL ACN 646 466 435
NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND
PROXY FORM
TIME : 2.00pm (WST) DATE : Thursday, 20 November 2025 PLACE : Nexia Perth Level 4 88 William Street Perth WA 6000
Shareholders are urged to attend or vote by lodging the proxy form accompanying this Notice.
This Notice of Meeting 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.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9463 2463.
IMPORTANT INFORMATION
CONTENTS
| Item | Page |
|---|---|
| Notice of Annual General Meeting | 3-4 |
| Voting Prohibitions and Exclusions | 5-6 |
| Proxy Appointment, Voting and Meeting Instructions | 7-9 |
| Explanatory Statement | 10-21 |
| Glossary of Defined Terms | 22 |
| Schedule 1 – Proportional Takeover Provisions | 23-24 |
| Proxy Form | Enclosed |
IMPORTANT DATES
An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.
| Event | Date |
|---|---|
| Last day for receipt of Proxy Forms – | |
| Proxy Forms received after this time will be | 2.00pm (WST) on Tuesday, 18 November 2025 |
| disregarded | |
| Snapshot date for eligibility to vote | 4.00pm (WST) on Tuesday, 18 November 2025 |
| Annual General Meeting | 2.00pm (WST) on Thursday, 20 November 2025 |
DEFINED TERMS
Capitalised terms used in this Notice of General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.
IMPORTANT INFORMATION
The Board of Directors have elected to hold a physical meeting and have undertaken to implement certain protocols and practices to ensure the safe conduct of the Annual General Meeting in line with general health advisory recommendations.
Please note the following:
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The Annual General Meeting will be a physical meeting held at Level 4, 88 William Street, Perth WA 6000, at which Shareholders may attend in person or by proxy.
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Shareholders are encouraged to vote by proxy. Voting on all Resolutions will be conducted by poll and not by show of hands.
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N O T I CE OF AN N U AL G EN E R AL M EE T IN G
Notice is given that the Annual General Meeting of Shareholders will be held at 2.00pm (WST) on Thursday, 20 November 2025 at Nexia Perth, Level 4, 88 William Street, Perth, Western Australia .
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 4.00pm (WST) on Tuesday, 18 November 2025 .
AGENDA
1. Annual Report
To receive and consider the financial report of the Company together with the reports of the directors and the auditor for the financial year ended 30 June 2025.
2. Resolution 1 – Adoption of the Remuneration Report
To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the financial year ended 30 June 2025 be adopted”.
Short Explanation: The Remuneration Report is in the Directors’ Report section of the Company’s Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company’s Annual General Meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company.
3. Resolution 2 – Re-election of Mr Daniel Tuffin as a Director
To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
“That Mr Daniel Tuffin, a director of the Company who retires in accordance with Clause 14.2 of the Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election, be reelected as a director of the Company”.
4. Resolution 3 – Approval of 10% Placement Facility
To consider and, if thought fit to pass, with or without amendment, the following resolution as a special resolution:
“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions in the Explanatory Memorandum.”
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5. Resolution 4 – Potential Placement – Approval of Share issue under Listing Rule 7.1
To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, under and for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders hereby approve the issue of up to 120,000,000 Placement Shares, on the terms and conditions set out in the Explanatory Statement.”
6. Resolution 5 – Renewal of Proportional Takeover Provisions
To consider and, if thought fit to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of section 648G of the Corporations Act 2001 (Cth), clause 36.6 of the Constitution and for all other purposes, Clause 36 of the Constitution be reinstated for a period of three years from the date of the Annual General Meeting."
BY ORDER OF THE BOARD
Henko Vos
Company Secretary
Dated: 13 October 2025
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V O TI NG P R OH IB IT IO N ST A TE M EN TS A N D E XC L USI O N S
VOTING PROHIBITIONS
For Resolution 1, a vote must not be cast (in any capacity) by or on behalf of either of the following persons:
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(a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or
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(b) a closely related party of such a member.
However any of those persons may cast a vote on the aforementioned resolutions if:
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(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
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(b) the vote is not cast on behalf of a person described in paragraphs (a) or (b) above.
If you appoint the Chairman of the Meeting as your proxy, the Company encourages you to direct the Chairman how to vote on this advisory Resolution. The Chairman, as one of the Key Management Personnel of the Company, is not permitted to cast any votes in respect of this advisory Resolution that arise from undirected proxies held unless the proxy expressly authorises the Chairman to do so.
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VOTING EXCLUSIONS
For the purposes of ASX Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions.
The Company will disregard any votes cast in favour of the following Resolutions by or on behalf of the following persons or an Associate of those persons.
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Resolution Excluded persons Exception
Resolution 3 At the date of this Notice, the Not applicable.
Company is not proposing to make
an issue of Equity Securities under
Listing Rule 7.1A.2. Accordingly, a
voting exclusion statement for the
purposes of Listing Rules 7.3A.7
and 14.11 does not apply to the
Resolution.
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| Resolution Excluded persons Exception |
Resolution Excluded persons Exception |
Resolution Excluded persons Exception |
|---|---|---|
| Resolution 3 At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2. Accordingly, a voting exclusion statement for the purposes of Listing Rules 7.3A.7 and 14.11 does not apply to the Resolution. Not applicable. |
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| Resolution 4 | A person or entity who is expected to participate in, or 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 entity) or an associate of that person (or those persons). |
However, this does not apply to a vote cast in favour of these Resolutions by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the respective Resolution in that way; or (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the respective Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: 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 respective Resolution; and the holder votes on the respective Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
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T I ME A N D P L A C E OF ME E T IN G AN D H OW T O VO T E
VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00pm (WST) on Thursday, 20 November 2025 at:
Nexia Perth Level 4 88 William Street Perth, Western Australia
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place or method set out above.
VOTING BY PROXY
The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) must be received at an address below, or by mail or email on 2.00pm (WST) on Thursday, 20 November 2025.
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Online: Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://investor.automic.com.au/#/loginsah By mail: Automic, GPO Box 5193, Sydney NSW 2001 In person: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email: [email protected]
A Proxy Form received after that time will not be valid.
APPOINTMENT OF A PROXY
A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.
The Company encourages Shareholders to appoint the Chairperson as your proxy. To do so, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson, please write the name of that person in the space provided on the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairperson will be your proxy.
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You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, you may photocopy the Proxy Form or an additional Proxy Form may be obtained by telephoning Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia).
Please note, it is recommended Shareholders complete the attached proxy form and return it to the Company via the communication methods outlined above.
To appoint a second proxy you must, on each Proxy Form, state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.
Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
CORPORATE SHAREHOLDERS
Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
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two directors of the company;
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a director and a company secretary of the company; or
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for a proprietary company that has a sole director who is also the sole company secretary, that director.
Corporate Representatives
A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry before the Meeting or at the registration desk on the day of the Meeting.
Votes on Resolutions
You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box opposite the Resolution. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate boxes. If you do not mark any of the boxes next to a Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution, your vote will be invalid.
Chairperson Voting Undirected Proxies
If the Chairperson is your proxy, the Chairperson will cast your votes in accordance with your directions on the Proxy Form. If you do not mark any of the boxes on the Resolutions, then you expressly authorise the Chairperson to vote your undirected proxies at his/her discretion.
As at the date of this Notice of Meeting, the Chairperson intends to vote undirected proxies FOR each of the Resolutions. In exceptional cases the Chairperson’s intentions may subsequently change and in this event, the Company will make an announcement to the market.
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Voting Entitlement (Snapshot Date)
For the purposes of determining voting and attendance entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 4.00pm (WST) on Tuesday, 18 November 2025 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Questions from Shareholders
Questions for the Board of Directors can be submitted in the same manner as outlined above for the lodgement of Proxy Forms and must be received be submitted by no later than 5.00pm (WST) on Tuesday, 18 November 2025 .
The Board of Directors will endeavour to prepare answers to these questions, where necessary they will be moderated and curated to cover common ground.
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E X P L AN AT OR Y S T AT E MEN T
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2.00pm (WST) on Thursday, 20 November 2025 at Nexia Perth, Level 4, 88 William Street, Perth, Western Australia .
The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on all the Resolutions in the accompanying Notice of Meeting.
This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting.
Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.
1. ANNUAL REPORT
Section 317 of the Corporations Act requires the reports of the directors and of the auditors and the Annual Report, including the financial statements, to be put before the Annual General Meeting and the Constitution provides for those reports and statements to be received and considered at the Annual General Meeting.
Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the reports or statements. However, Shareholders will be given the opportunity to raise questions on the reports and the statements at the Annual General Meeting.
The Company’s 2025 Annual Report is available at www.mtmalcolm.com.au. Those shareholders that elected to receive a printed copy of the Annual Report will have received a copy with this Notice of Annual General Meeting.
At the Meeting, Shareholders will be offered the opportunity to:
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(a) discuss the Annual Report;
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(b) ask questions about, or comment on, the management of the Company; and
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(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:
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(a) the preparation and the content of the Auditor’s Report;
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(b) the conduct of the audit;
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(c) accounting policies of the Company in relation to the preparation of the financial statements; and
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(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five business days before the Meeting to the Company Secretary at the Company’s registered office.
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2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT
The Remuneration Report is in the Directors Report section of the Company’s Annual Report.
By way of summary, the Remuneration Report:
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(a) explains the Company’s remuneration policy and the process for determining the remuneration of its Directors and executive officers;
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(b) addresses the relationship between the Company’s remuneration policy and the Company’s performance; and
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(c) sets out remuneration details for each Director and each of the Company’s executives named in the Remuneration Report for the financial year ended 30 June 2025 .
Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.
The Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.
Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution that a further meeting is held at which all of the Company’s Directors (other than the Managing Director) must stand for re-election. Voting on this resolution will be determined by a poll at the meeting. Shareholders voted in favour (98.61%) of the Remuneration Report at the 2024 AGM.
2.1 Undirected Proxies
The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chairman with an express authorisation to vote the proxy in accordance with the Chairman’s intention.
Any undirected proxies held by any other key management personnel or any of their closely related parties will not be voted on this resolution.
Key management personnel of the Company has the same meaning as set out in the accounting standards and includes the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 30 June 2025. Their closely related parties are defined in the Corporations Act, and include certain members of their family, dependents and companies they control.
3. RESOLUTION 2 – RE-ELECTION OF MR DANIEL TUFFIN AS A DIRECTOR
ASX Listing Rule 14.4 and Clause 14.2 of the Constitution provide that a re-election of Directors must be held at each annual general meeting.
The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last reappointment or, if the Directors have been in office for an equal length of time, by agreement.
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Mr Tuffin retires from office in accordance with these requirements and being eligible, offers himself for re-election by shareholders as a director of the Company, with effect from the end of the meeting.
Mr Tuffin holds degrees in Mining Engineering (BEng) from the University of Ballarat, Mining and Engineering Surveying (BSc) from WASM, a Diploma in Project Management is a Fellow and an accredited Chartered Professional with the AusIMM, and a Member of the Australian Institute of Company Directors, having completed their Company Director Course.
Mr Tuffin is also the Managing Director and CEO of Panther Metals Ltd (ASX:PNT) and the Managing Director of Auralia Mining Consulting, a boutique mine consultancy that specialises in all aspects of Project Development, Mining Studies and Public Mining Ventures.
Resolution 2 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour of Resolution 2.
The Board (excluding Mr Tuffin) supports the re-election of Mr Tuffin to the Board and recommends that Shareholders vote in favour of Resolution 2.
4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY
4.1 General
Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity. The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.
The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 4.2(c) below).
If Resolution 3 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 Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder approval provided for in 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.
The Directors of the Company believe that Resolution 3 is in the best interests of the Company because if exploration success is achieved at any of its gold projects located around Leonora, Western Australian, in particular, over the next 12 months, this resolution provides the ability for the Company to raise additional funds quickly to advance exploration work.
4.2 Description of Listing Rule 7.1A
(a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present (in person, or by proxy or
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representative) and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.
(b) Equity securities
Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue three classes of Equity Securities, namely quoted Shares, quoted options and performance rights.
(c) Formula for calculating 10% Placement
Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:
(A x D) – E
where
A = The number of fully paid ordinary shares on issue at the commencement of the 12 months immediately preceding the date of issue or agreement to issue:
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plus the number of fully paid ordinary securities issued in the 12 months under an exception to ASX Listing Rule 7.2 other than exception 9, 16 or 17;
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plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:
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the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
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the issue of, or agreement to issue the convertible securities was approve or taken under these rules to have been approved under ASX Listing Rule 7.1 or 7.4;
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plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:
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the agreement was entered into before the commencement of the relevant period; or
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the agreement or issue was approved, or taken under these rules to have been approved under ASX Listing Rule 7.1 or rule 7.4;
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plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or rule 7.4;
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plus the number of partly paid ordinary securities that became fully paid in the relevant period; and
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less the number of fully paid ordinary securities cancelled in the last 12 months.
Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.
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D = 10%
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E = the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the last 12 months immediately preceding the date or issue of the securities
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where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under ASX Listing Rule 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A
The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1. At the date of this Notice, the Company has on issue 310,680,109 Shares, meaning the Company has the capacity to issue:
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(i) 46,602,016 Equity Securities under Listing Rule 7.1; and
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(ii) 31,068,010 Equity Securities under Listing Rule 7.1A.
The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 4.2(c) above).
(e) 10% Placement period
The 10% Placement Period is defined in section 4.4(a) below.
4.3 Listing Rule 7.1A
The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.
Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
4.4 Listing Rule 7.3A Information Requirements
Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:
(a) 10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:
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(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
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(ii) the time and date of the Company’s next annual general meeting; or
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(iii) the time and date of the approval by shareholders of ordinary securities of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking ( 10% Placement Period ).
(b) Minimum Issue Price
The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
- (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
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- (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(c) Purpose for which the 10% Placement Facility may be implemented
The Company may seek to issue the Equity Securities for cash consideration in which case the Company intends to use the funds raised towards an acquisition of new resource assets or investments (including expenses associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or for general working capital.
The Company will comply with the disclosure obligations under Listing Rule 7.1A(4) upon issue of any Equity Securities.
(d) Risk of economic and voting dilution
If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Unlisted Options, only if the Unlisted Options are exercised). There is a risk that:
-
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
-
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.
The table also shows:
-
(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
-
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.
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----- Start of picture text -----
Dilution
$0.0120 $0.024 $0.0360
Variable ‘A’ in
Listing Rule 7.1A.2 50%
50% increase
decrease in Issue Price
in Issue Price
Issue Price
Current 10% Voting 31,068,011 31,068,011 31,068,011
Variable A Dilution Shares Shares Shares
Funds
310,680,109 Shares $372,816.13 $745,632.26 $1,118,448.39
raised
50% increase in current 10% Voting 46,602,016 46,602,016 46,602,016
Variable A Dilution
Shares Shares Shares
Funds
466,020,164 Shares $559,224.20 $1,118,448.39 $1,677,672.59
raised
100% increase in current 10% Voting 62,136,022 62,136,022 62,136,022
Variable A Dilution
Shares Shares Shares
Funds
$745,632.26 $1,491,264.52 $2,236,896.78
621,360,218 Shares raised
----- End of picture text -----
The table has been prepared on the following assumptions:
-
(i) The Company has on issue 310,680,109 Shares as at the date of this Notice.
-
(ii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
-
(iii) No options are exercised into Shares before the date of the issue of the Equity Securities.
-
(iv) 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%.
-
(v) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
-
(vi) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
-
(vii) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes options, it is assumed that those options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
-
(viii) The issue price is $0.0240, being the closing price of the Shares on ASX on 7 October 2025.
(e) Allocation policy when the 10% Placement Facility may be implemented
The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
-
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
-
(ii) the effect of the issue of the Equity Securities on the control of the Company;
-
(iii) the financial situation and solvency of the Company; and
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(iv) advice from corporate, financial and broking advisers (if applicable).
The allottees under the 10% Placement Facility have not been determined as at the date of this Notice. However, the recipients of Equity Securities could consist of current Shareholders and/or new Shareholders (or both), none of whom will be related parties or associates of a related party of the Company.
(f) Prior Approvals under Listing Rule 7.1A
The Company has previously obtained Shareholder approval under Listing Rule 7.1A at the annual general meeting held on 21 November 2024. Since that date, the Company has issued Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of this Annual General Meeting. Pursuant to and in accordance with Listing Rule 7.3A.6, the following information is provided:
-
(i) number and percentage of securities: a total of 22,497,560 Shares were issued utilising the Company’s issue capacity pursuant to Listing Rule 7.1A. The 22,497,560 Shares represented approximately 10.00% of the 224,975,619 Shares on issue as at 21 November 2024;
-
(ii) the recipients: the 22,497,560 Shares were issued on 24 April 2025 to sophisticated and professional investors introduced by the Lead Manager, Canary Capital Pty Ltd and were not considered as “material investors” for the purpose of paragraph 7.2 of ASX Guidance Note 21;
-
(iii) number and class of securities issued or agreed to be issued: the Company issued 22,497,560 fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares;
-
(iv) the consideration for the issue: The issue price of $0.023 per Share represented an 11.5% discount to the last ASX closing price of $0.026 per Share on the date of agreement for the issue; and
-
(v) use of consideration received for the issue of SPP Shortfall Shares: the issue of the 22,497,560 Shares resulted in the Company raising $517,443.88 to strengthen its balance sheet and provide a platform upon which the Company can assess and specifically accelerate future investment at the Golden Crown Project. At the date of this Notice the Company had spent all funds raised on the intended purpose.
(g) Voting Exclusions
A voting exclusion statement is included in the Notice.
4.5 Directors’ Recommendation
Resolution 3 is a special resolution, which requires a minimum of 75% of the votes cast.
The Chairman intends to exercise all available proxies in favour of Resolution 3.
The Board unanimously recommend that Shareholders vote in favour of Resolution 3 as this will enable the Company to conserve its cash, and the ability to issue equity securities in the event of a capital raise.
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5. RESOLUTION 4 – POTENTIAL PLACEMENT – APPROVAL OF SHARE ISSUE UNDER LISTING RULE 7.1
5.1 General
The Company is considering conducting a placement pursuant to which the Company will issue up to 120,000,000 Shares ( Proposed Placement Shares ) (the Proposed Placement ).
Under the Proposed Placement, the Company intends to issue up to 120,000,000 Shares to unrelated parties (Proposed Placement Participants) at an issue price of no less than 80% of the 5-day VWAP at the time of issue, the subject of this Resolution 4.
The Proposed Placement Shares, if issued in full, represents approximately 38.62% of the Company’s total issued share capital of 310,680,109 at the date of this Notice (assuming that only the Proposed Placement Shares are issued and no other Shares are issued).
Resolution 4 seeks shareholder pre-approval pursuant to ASX Listing Rule 7.1 to issue up to 120,000,000 Proposed Placement Shares to the Proposed Placement Participants.
If the Resolution is approved, funds raised from the Proposed Placement will allow the Company various options to access the growth capital needed for the advancements and future exploration work (including drilling) at the Company’s projects and to help funds the Company’s general working capital requirements. The Company currently anticipates that it will use such funding for:
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----- Start of picture text -----
Issue Price $0.020 Issue Price $0.023 Issue Price $0.025
Use of Funds Funds raised Funds raised Funds raised
$2,400,000 $2,760,000 $3,400,000
Exploration, evaluation
activities at the Company's $960,000 $1,104,000 $1,360,000
new and existing projects.
High impact drilling
programs to follow-up and
expand known pegmatite $240,000 $276,000 $340,000
occurrences at the Lake
Johnston Project.
Resource definition drilling
at advanced prospects $720,000 $828,000 $1,020,000
within the Malcolm Project.
General working capital
$480,000 $552,000 $680,000
purposes
----- End of picture text -----
The Company is currently considering a range of opportunities and no decisions have been made by the Board in relation to any specific transaction or funding source.
A capital raising may involve a placement to professional, sophisticated and institutional investors. Accordingly, the Company seeks approval to raise additional equity capital by way of the Proposed Placement to fund the abovementioned goals.
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5.2 Listing Rule 7.1 and Listing Rule 14.1A
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
The issue of the Proposed Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, it will effectively use up part of the Company’s existing 25% placement capacity under Listing Rules 7.1 and 7.1A if the Company decides to proceed with the Proposed Placement. This reduces the Company’s capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12-month period following the issue of the Proposed Placement Shares.
The effect of Shareholders passing Resolution 4 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 25% placement capacity set out in Listing Rules 7.1 and 7.1A, without the requirement to obtain prior Shareholder approval.
If Resolution 4 is passed, the Company will be able to proceed with the issue of up to 120,000,000 Proposed Placement Shares. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under Listing Rule 7.1.
If Resolution 4 is not passed, the Company will not be able to proceed with the issue of up to 120,000,000 Proposed Placement Shares without using its available placement capacity permitted under Listing Rules 7.1 and 7.1A. The Company does not presently have sufficient placement capacity to issue all of the Proposed Placement Shares. Accordingly, if Resolution 4 is not passed, the Company will not be able to proceed with the issue of all of the Placement Shares.
5.3 Technical information required by Listing Rule 7.3
In accordance with Listing Rule 7.3, the Company provides the following information:
- (a) The Proposed Placement Shares will be allotted to sophisticated investors (in accordance with sections 708(8) and (10) of the Corporations Act), professional investors (in accordance with section 708(11) of the Corporations Act), other institutional and accredited investors to whom no disclosure is required under the Corporations Act. The names of these investors are not known to the Company and will likely be sourced from an independent corporate broker who will introduce the investors and who will likely be clients of them.
At the date of this Notice, the Company has not entered into any negotiations with any corporate broker or any other party in regards the fundraise contemplated under this Resolution and is therefore unable to name or identify who the corporate broker or lead manager might be. None of the proposed investors will be related parties or persons in a position of influence as described in Listing Rule 10.11.
-
(b) The number of Proposed Placement Shares to be allotted will not exceed 120,000,000.
-
(c) The Shares 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.
-
(d) If approved, and the Proposed Placement occurs, Shares will be issued on one date on or before 3 months after the date of the meeting as required by the Listing Rules.
-
(e) The Company has not agreed or determined a share price for the Proposed Placement, however the issue price of any Placement Shares will not be less than 80% of the volume weighted average closing price for ordinary shares calculated over the last 5 days on which
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sales of ordinary shares were recorded before the date on determining the Placement Shares issue price.
-
(f) Any issue of Shares will be to fund the business goals as detailed in Section 5.1.
-
(g) The Company has not entered into any agreement for the issue of any of the Proposed Placement securities.
-
(h) A voting exclusion applies to this Resolution.
5.4 Directors’ Recommendation
The Board unanimously recommend that Shareholders vote in favour of Resolution 4.
6. RESOLUTION 5 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS
6.1 General
Clause 36 of the Company's Constitution includes provisions requiring shareholder approval for any proportional takeover bid. These provisions allow shareholders to vote on whether a proportional takeover bid should proceed, providing a mechanism to protect shareholders from being forced to sell a proportion of their shares without having the opportunity to consider a full bid for all of their shares.
Under Section 648G of the Corporations Act, these provisions expire three years after they were last renewed, unless renewed by a special resolution of shareholders. The current provisions have not been renewed since the company adopted its current constitution on 21 June 2021, making it necessary to reinstate them at this Annual General Meeting. The Proportional Takeover Provisions have been extracted in full in Schedule 1 to this Notice.
6.2 Information required by the Corporations Act
Reasons for Proportional Takeover Provisions
A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.
Effect of Proportional Takeover Provisions
If reinstated, Clause 36 will continue to prohibit the registration of any transfers of shares resulting from a proportional takeover bid unless a resolution to approve the bid is passed by shareholders. The proportional takeover provisions do not apply to full takeover bids.
The Company is required to hold a meeting at least 14 days before the last day of the bid period to allow shareholders to vote on the bid. If the resolution is not passed, the bid will be deemed withdrawn.
Potential Advantages and Disadvantages
Advantages:
- (i) Shareholder Control: The provisions ensure that shareholders have the right to decide whether a proportional takeover bid should proceed, thereby giving them control over any change in corporate control.
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-
(ii) Protection Against Coercive Bids: By allowing shareholders to vote, the provisions protect against bidders seeking to acquire control without offering to purchase all shares. This can prevent a scenario where shareholders are pressured to accept a bid to avoid being left with minority holdings.
-
(iii) Increased Bargaining Power: Shareholders are better positioned to negotiate terms or seek better offers, as the approval mechanism gives them leverage in the event of a proportional bid.
Disadvantages :
-
(i) Discourages Potential Bidders: The requirement for shareholder approval may discourage some bidders from making a proportional takeover offer, reducing the likelihood of takeovers.
-
(ii) Reduced Market Activity: The existence of these provisions might limit the trading activity or potential interest in the Company's shares, as some investors may view the requirement as an obstacle to potential acquisitions.
-
(iii) May Delay Transactions: The approval process could delay the completion of a proportional takeover, potentially leading to uncertainty and fluctuations in the Company's share price during the bid period.
Knowledge of Any Acquisition Proposals
As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company
6.3 Directors’ Recommendation
The Board believe that the benefits of reinstating the proportional takeover provisions outweigh any potential disadvantages and unanimously recommend that shareholders vote in favour of this resolution.
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GL O S S A RY OF DE FI N E D TE R MS
In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa, and unless the context otherwise requires:
$ means Australian dollars.
Associate has the meaning given to it under the Listing Rules.
Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.
Annual Report means the financial report for the year ended 30 June 2024 as lodged with ASX and ASIC.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ABN 98 008 624 691) and, where the context requires, the Australian Securities Exchange operated by ASX Limited.
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.
Chairman means the person appointed to chair the Meeting convened by the Notice.
Closely Related Party has the meaning given in section 9 of the Corporations Act.
Company means Mt Malcolm Mines NL (ACN 646 466 435).
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Equity Securities has the same meaning as in the Listing Rules.
Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.
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 consolidate entity, of an entity within the consolidated group.
Listing Rules means the official listing rules of ASX.
Meeting or Annual General Meeting means the general meeting convened by this Notice.
Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the explanatory statement.
Option means an option to acquire a Share.
Proposed Placement means a Placement the Board might undertake with pre-approval from Shareholders during the 3 month period following the Meeting.
Proposed Placement Participant means a party that participates in the Proposed Placement.
Proposed Placement Shares means a Share that is issued under the Proposed Placement.
Proxy Form means the proxy form attached to the Notice.
Related Body Corporate has the meaning given to that term in the Corporations Act.
Related Party is defined in section 228 of the Corporations Act
Remuneration Report means the remuneration report in the Directors' Report section of the Company's Annual Report.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Schedule means a schedule to this Notice.
Section means a section contained in this Explanatory Statement.
Securities means a share, an option, a performance right or any combination of these as the context provides.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Share Registry means Automic Pty Ltd (ACN 152 260 814).
WST means Western Standard Time as observed in Perth, Western Australia.
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S CH E D U L E 1 – P R O P O R TI ON A L T AKE OV E R P R O V IS I ON S
36.1 Resolution to Approve Proportional Off-Market Bid
-
(a) Where offers have been made under a proportional off-market bid in respect of a class of securities of the Company (“ bid class securities ”), the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the proportional off-market bid is prohibited unless and until a resolution (in this clause 36 referred to as a “ prescribed resolution ”) to approve the proportional off-market bid is passed in accordance with the provisions of this Constitution.
-
(b) A person (other than the bidder or a person associated with the bidder) who, as at the end of the day on which the first offer under the proportional off market bid was made, held bid class securities is entitled to vote on a prescribed resolution and, for the purposes of so voting, is entitled to one vote for each of the bid class securities.
-
(c) A prescribed resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the prescribed resolution.
-
(d) A prescribed resolution that has been voted on is to taken to have been passed if the proportion that the number of votes in favour of the prescribed resolution bears to the total number of votes on the prescribed resolution is greater than one half, and otherwise is taken to have been rejected.
36.2 Meetings
-
(a) The provisions of this Constitution that apply in relation to a general meeting of the Company apply, with modifications as the circumstances require, in relation to a meeting that is convened pursuant to this clause 36.2 as if the last mentioned meeting was a general meeting of the Company.
-
(b) Where takeover offers have been made under a proportional off-market bid, the Directors are to ensure that a prescribed resolution to approve the proportional off-market bid is voted on in accordance with this clause 36 before the 14[th ] day before the last day of the bid period for the proportional off-market bid (the “ resolution deadline ”).
36.3 Notice of Prescribed Resolution
Where a prescribed resolution to approve a proportional off-market bid is voted on in accordance with this clause 36 before the resolution deadline, the Company is, on or before the resolution deadline:
-
(a) to give the bidder; and
-
(b) if the Company is listed – each relevant financial market (as defined in the Corporations Act) in relation to the Company;
a notice in writing stating that a prescribed resolution to approve the proportional offmarket bid has been voted on and that the prescribed resolution has been passed, or has been rejected, as the case requires.
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36.4 Takeover Resolution Deemed Passed
Where, at the end of the day before the resolution deadline, no prescribed resolution to approve the proportional off-market bid has been voted on in accordance with this clause 36, a resolution to approve the proportional off-market bid is to be, for the purposes of this clause 36, deemed to have been passed in accordance with this clause 36.
36.5 Takeover Resolution Rejected
Where a prescribed resolution to approve a proportional off-market bid under which offers have been made is voted on in accordance with this clause 36 before the resolution deadline, and is rejected, then:
-
(a) despite section 652A of the Corporations Act:
-
(i) all offers under the proportional off-market bid that have not been accepted as at the end of the resolution deadline; and
-
(ii) all offers under the proportional off-market bid that have been accepted and from whose acceptance binding contracts have not resulted as at the end of the resolution deadline,
are deemed to be withdrawn at the end of the resolution deadline;
-
(b) as soon as practicable after the resolution deadline, the bidder must return to each person who has accepted any of the offers referred to in clause 36.5(a)(ii) any documents that were sent by the person to the bidder with the acceptance of the offer;
-
(c) the bidder:
-
(i) is entitled to rescind; and
-
(ii) must rescind as soon as practicable after the resolution deadline,
each binding takeover contract resulting from the acceptance of an offer made under the proportional off-market bid; and
- (d) a person who has accepted an offer made under the proportional off- market bid is entitled to rescind the takeover contract (if any) resulting from the acceptance.
36.6 Renewal
This clause 36 ceases to have effect on the third anniversary of the date of the adoption of the last renewal of this clause 36.
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
==> picture [47 x 58] intentionally omitted <==
Mt Malcolm Mines NL | ABN 78 646 466 435
Your proxy voting instruction must be received by 2:00pm (AWST) on Tuesday, 18 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 Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form: YOUR NAME AND ADDRESS Online The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. https://investor.automic.com.au/#/loginsah orps://investor.automic.com.au/#/loginsah ors://investor.automic.com.au/#/loginsah orginsah orinsah or or scan the QR code below using your STEP 1 - APPOINT A PROXY smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form. 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 BY MAIL: your shares will be voted in accordance with such a direction unless you indicate only a portion of voting Automic rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the GPO Box 5193 appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may Sydney NSW 2001 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 IN PERSON: You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Automic Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a Level 5, 126 Phillip Street percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms Sydney NSW 2000 together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS BY EMAIL: Individual: Where the holding is in one name, the Shareholder must sign. [email protected]@automicgroup.com.aus@automicgroup.com.augroup.com.auroup.com.aup.com.au.com.au 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 BY FACSIMILE: certified photocopy of the power of attorney to this Proxy Voting Form when you return it. +61 2 8583 3040 Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. All enquiries to Automic: Email Address: Please provide your email address in the space provided. WEBSITE: By providing your email address, you elect to receive all communications despatched by the Company https://automicgroup.com.au electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. PHONE:
Your proxy voting instruction must be received by 2:00pm (AWST) on Tuesday, 18 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 Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form: YOUR NAME AND ADDRESS Online The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their https://investor.automic.com.au/#/loginsah orps://investor.automic.com.au/#/loginsah ors://investor.automic.com.au/#/loginsah orginsah orinsah or or broker of any changes. scan the QR code below using your STEP 1 - APPOINT A PROXY smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form. 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 BY MAIL: your shares will be voted in accordance with such a direction unless you indicate only a portion of voting Automic rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the GPO Box 5193 appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may Sydney NSW 2001 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 IN PERSON: You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Automic Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a Level 5, 126 Phillip Street percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms Sydney NSW 2000 together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS BY EMAIL: Individual: Where the holding is in one name, the Shareholder must sign. [email protected]@automicgroup.com.aus@automicgroup.com.augroup.com.auroup.com.aup.com.au.com.au 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 BY FACSIMILE: certified photocopy of the power of attorney to this Proxy Voting Form when you return it. +61 2 8583 3040 Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. All enquiries to Automic: Email Address: Please provide your email address in the space provided. WEBSITE: By providing your email address, you elect to receive all communications despatched by the Company https://automicgroup.com.au electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. PHONE: CORPORATE REPRESENTATIVES 1300 288 664 (Within Australia) If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate +61 2 9698 5414 (Overseas) Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Mt Malcolm Mines NL, to be held at 2:00pm (AWST) on Thursday, 20 November 2025 at Nexia Perth, Level 4, 88 William Street Perth WA 6000 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.
- For Against Abstain
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
| M Resolutions 1 Adoption of the Remuneration Report 2 Re-election of Mr Daniel Tuffin as a Director 3 Approval of 10% Placement Facility 4 Potential Placement – Approval of Share issue under Listing Rule 7.1 5 Renewal of Proportional Takeover Provisions Please note:If you mark the abstain box for a particular Resolution, you are dir a poll and your votes will not be counted in computing the required majority o |
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For Against Abstain
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5 Renewal of Proportional Takeover Provisions
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 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
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By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).