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New Frontier Minerals Limited — Proxy Solicitation & Information Statement 2026
Jan 4, 2026
10527_rns_2026-01-04_ac00d691-c0f1-4f27-ae02-007ebea3e86d.pdf
Proxy Solicitation & Information Statement
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All Registry communications to: Automic Group GPO Box 5193 Sydney NSW 2001 Telephone (free call within Australia): 1300 288 664 ASX Code: NFM
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Email: [email protected]
5 January 2026
Upcoming Extraordinary General Meeting of Shareholders
Dear Shareholder,
New Frontier Minerals Ltd (ASX: NFM or “the Company”), advises that an Extraordinary General Meeting will be held in person at HLB Mann Judd, Board Room, 4/130 Stirling St, Perth WA 6000 on 5 February 2026 at 3.00pm (WST) (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://newfrontierminerals.com/ or the Company's ASX market announcements platform at www.asx.com.au (ASX: NFM).
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
| Online scan the QR code below using your smartphone |
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: 1. Login to the Automic website using the holding details as shown on your holding statement. 2. Click on ‘Meetings’ - ‘Vote’. To use the online lodgment facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding statement. |
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For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at [email protected] or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at [email protected].
Copies of all Meeting related material, including the Notice, are available to download from the Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.
The Board of New Frontier Minerals Limited authorised the release of this announcement to the ASX.
NEW FRONTIER MINERALS LIMITED ACN 137 606 476 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 3:00pm WST DATE : 5 February 2026 PLACE : HLB Mann Judd, Board Room, 4/130 Stirling St, Perth WA 6000
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 3 February 2026.
B U S I N E S S OF TH E M E E T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 33 MILLION 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 7.4 and for all other purposes, Shareholders ratify the issue of 33,083,033 Shares on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF 74 MILLION 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 7.4 and for all other purposes, Shareholders ratify the issue of 74,059,824 Shares on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS
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 53,571,430 Options to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER OPTIONS
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 10,000,000 Options on the terms and conditions set out in the Explanatory Statement.”
Dated: 5 January 2026
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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 set out below |
by or on behalf of the following persons: |
|---|---|
| Resolution 1 – Ratification of Prior Issue of 33 Million Shares |
Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 2 – Ratification of Prior Issue of 74 Million Shares |
Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 3 – Approval to Issue Placement Options |
Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 4 – Ratification of Lead Manager Options |
Bell Potter Securities Limited or any other person who participated in the issue or an associate of that person or those persons. |
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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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 9389 4407.
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E X PL A N A T O R Y S T A T E M E N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND TO THE PLACEMENT
1.1 Background
On 25 November 2025, the Company announced that it had received firm commitments from new and existing professional and sophisticated investors to subscribe for 107,142,857 Shares to at an issue price of $0.021 per Share to raise approximately $2,250,000 (before costs) ( Placement ). On 4 December 2025, the Company issued a total of 107,142,857 Shares to participants in the Placement ( Placement Participants ) using its placement capacities under ASX Listing Rules 7.1 (33,083,033 Shares) and 7.1A (74,059,824 Shares).
The Company is seeking Shareholder approval to ratify the issue under Resolution 1 and Resolution 2.
Subject to Shareholder approval under Resolution 3, Placement Participants will also receive 1 free attaching Option for every 2 Shares subscribed for, each with an exercise price of $0.04 per Option and expiring on the date that is 2 years from the date of issue ( Placement Options ). The full terms and conditions of the Placement Options are set out in Schedule 1.
1.2 Use of funds
The Company will use funds raised from the Placement for ongoing exploration and related activities including:
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(a) Expediting development works at Harts Range and development of a commercial framework with Metallium;
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(b) Big One Deposit mining lease application and ongoing work with Austral Resources; and
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(c) General working capital.
1.3 Lead Manager
The Company entered into a mandate to engage Bell Potter Securities Limited (ACN 006 390 772, AFSL 243480) ( Bell Potter ) to act as the lead manager and bookrunner to the Placement ( Lead Manager Mandate ).
In consideration for their services, the Company has agreed to:
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(a) pay Bell Potter a placement fee of $135,000, equal to 6% of the proceeds raised under the Placement; and
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(b) issue Bell Potter (or its nominees) 10,000,000 unlisted Options, exercisable at $0. 0315 and expiring on or before 3 December 2028 ( Lead Manager Options ).
On 4 December 2025, the Company issued the Lead Manager Options. The Company is seeking Shareholder approval to ratify the issue of the Lead Manager Options pursuant to Resolution 4. The full terms and conditions of the Lead Manager Options are set out in Schedule 2.
The Lead Manager Mandate otherwise contains standard terms and conditions for an agreement of its type.
2. RESOLUTION 1 AND RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES
2.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 107,142,857 Shares at an issue price of $0.021 per Share to Placement Participants comprising:
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(a) 33,083,033 Placement Shares issued pursuant to the Company’s placement capacity under Listing Rule 7.1 (being, the subject of Resolution 1 ); and
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(b) 74,059,824 Placement Shares issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution 2 ).
2.2 Listing Rules 7.1 and 7.1A
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
Under Listing Rule 7.1A 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 28 November 2025.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.
2.3
Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
2.4
Technical information required by Listing Rule 14.1A
If 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.
2.5 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 Bell Potter seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
107,142,857 Shares were issued on the following basis: (a) 33,083,033 Shares were issued under Listing Rule 7.1 (ratification of which is sought underResolution 1); and |
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| REQUIRED INFORMATION |
DETAILS |
|---|---|
| (b) 74,059,824 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought underResolution 2). |
|
| 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 |
4 December 2025. |
| Price or other consideration the Company received for the Securities |
$0.021 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 in the manner set out in Section 1.2. |
| Summary of material terms of agreement to issue |
The Shares were issued pursuant to customary placement letters between Bell Potter and the Placement Participants. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1 or Listing Rule 7.1A. |
3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS
3.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 53,571,430 Placement Options to the Placement Participants.
3.2 Lisitng Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 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.
3.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue and will not issue any Placement Options.
3.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION |
DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on |
Professional and sophisticated investors who were identified through a bookbuild process, which involved Bell Potter seekingexpressions of interest toparticipate in the capital |
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| REQUIRED INFORMATION |
DETAILS |
|---|---|
| which those persons were or will be identified/selected |
raising from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
| Number of Securities and class to be issued |
53,571,430 Placement Options will be issued on the basis of 1 Option for every 2 Shares subscribed for under the Placement. |
| Terms of Securities | The Placement Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The Placement Options will be issued at a nil issue price as the Placement Options are free attaching to the Shares issued under the Placement on a 1:2 basis. |
| 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 Placement, which was undertaken to raise funds to be used as set out in Section 1.2. |
| Summary of material terms of agreement to issue |
The Placement Options will be issued issued pursuant to customary placement letters between Bell Potter and the Placement Participants. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER OPTIONS
4.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 10,000,000 Lead Manager Options to Bell Potter.
4.2 Listing Rules 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 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.
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.
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4.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 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 these Resolutions are not passed, the issue will be included in calculating the Company’s combined 15% limit in Listing Rules 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of 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 |
Bell Potter Securities Limited. |
| Number and class of Securities issued |
10,000,000 Lead Manager Options. |
| Terms of Securities | The Lead Manager Options were issued on the terms and conditions set out in Schedule 2. |
| Date(s) on or by which the Securities were issued |
4 December 2025. |
| Price or other consideration the Company received for the Securities |
Nil. The Lead Manager Options were issued in part consideration for services provided by Bell Potter under the Lead Manager Mandate. |
| 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 Lead Manager Mandate. |
| Summary of material terms of agreement to issue |
The Lead Manager Options were issued pursuant to the Lead Manager Mandate, a summary of the material terms of which is set out in Section 1.3. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
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G L O S S AR Y
$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Company means New Frontier Minerals Limited (ACN 137 606 476).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
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.
Proxy Form means the proxy form accompanying the Notice.
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, Performance Right or Performance Share (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E DU L E 1– T E R M S A N D C O N D I T I O N S O F P L AC E M E N T O PT I O NS
(a) Entitlement
Subject to paragraph (m), each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraphs (j) and (l), the amount payable upon exercise of each Option will be $0.04 ( Exercise Price ).
(c) Expiry Date
Each Option will expire at 5.00pm (WST) on 31 January 2028 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
- (e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) 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.
(f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
- (g) Timing of issue of Shares on exercise
Within 15 Business Days after the later of the following:
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(i) the Exercise Date; and
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(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,
but in any case no later than 20 Business Days after the Exercise Date, the Company will:
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(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of
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(ii) Exercise and for which cleared funds have been received by the Company;
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(iii) 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
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(iv) 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 (g)(iv) 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.
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(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) Quotation of Shares issued on exercise
If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.
(j) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) 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.
(l) Adjustment for rights issue
In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the Exercise Price may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
(m)
Adjustment for bonus issues of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
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(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
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(ii) no change will be made to the Exercise Price.
(n) Rights of Optionholder
Except as set out in clauses (j), (l) and (m), the Options do not confer any right of the Optionholder to a change in the exercise price of the Options or a change in the number of Shares over which the Options can be exercised.
(o) Unlisted
The Options will be unlisted options.
(p) Transferability
The Options are non- transferable and subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
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S C H E DU L E 2 – TE R M S A N D C O N D I T I O N S O F L E A D M A N A G E R O P TI O N S
(a) Entitlement
Subject to paragraph (m), each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraphs (j) and (l), the amount payable upon exercise of each Option will be $0.0315 ( Exercise Price ).
(c) Expiry Date
Each Option will expire at 5.00pm (WST) on 4 December 2028 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) 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.
- (f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
- (g) Timing of issue of Shares on exercise
Within 15 Business Days after the later of the following:
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(i) the Exercise Date; and
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(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,
but in any case no later than 20 Business Days after the Exercise Date, the Company will:
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(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of
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(ii) Exercise and for which cleared funds have been received by the Company;
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(iii) 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
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(iv) 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 (g)(iv) 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.
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(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) Quotation of Shares issued on exercise
If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.
(j) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) 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.
(l) Adjustment for rights issue
In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the Exercise Price may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
(m)
Adjustment for bonus issues of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
-
(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
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(ii) no change will be made to the Exercise Price.
(n) Rights of Optionholder
Except as set out in clauses (j), (l) and (m), the Options do not confer any right of the Optionholder to a change in the exercise price of the Options or a change in the number of Shares over which the Options can be exercised.
(o) Unlisted
The Options will be unlisted options.
(p) Transferability
The Options are non-transferable and subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
14
3014-06/3876316_5
Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
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New Frontier Minerals Limited | ABN 52 137 606 476
Your proxy voting instruction must be received by 3:00pm (AWST) on Tuesday, 03 February 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| 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 General Meeting of New Frontier Minerals Limited, to be held at 3:00pm (AWST) on Thursday, 05 February 2026 at HLB Mann Judd, Board Room, 4/130 Stirling St, Perth WA 6000 hereby: Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
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STEP 2 - Your voting direction
| Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|
| 1 RATIFICATION OF PRIOR ISSUE OF 33 MILLION SHARES |
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| 2 RATIFICATION OF PRIOR ISSUE OF 74 MILLION SHARES |
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| 3 APPROVAL TO ISSUE PLACEMENT OPTIONS |
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| 4 RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER OPTIONS |
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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 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). |