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OLYMPIO METALS LIMITED — Proxy Solicitation & Information Statement 2025
Nov 12, 2025
65493_rns_2025-11-12_adc4bcc4-5acb-4d4a-923a-506ed019c363.pdf
Proxy Solicitation & Information Statement
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OLYMPIO METALS LIMITED ACN 619 330 648 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 10:00am (WST) DATE : 15 December 2025 PLACE : Level 15, 2 The Esplanade, Perth, WA
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 10:00am (WST) on 13 December 2025.
B U S I N E S S O F T H E M E E T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES ISSUED 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, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,326,900 Shares on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,903,870 Shares on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE NEW OPTIONS TO PLACEMENT PARTICIPANTS
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 9,615,385 New Options to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS TO CANACCORD
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 2,000,000 Broker Options to Canaccord (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO SPARK
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 769,231 Shares to Spark (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
Dated: 13 November 2025
By order of the Board
Simon Andrew
Non-executive Chairman
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4563-07/3842551_3
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 Placement Shares under Listing Rule 7.1 |
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 Placement Shares under Listing Rule 7.1A |
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 New Options to Placement Participants |
Placement Participants and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or thosepersons. |
| Resolution 4 – Approval to issue Broker Options to Canaccord |
Canaccord (or its nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or thosepersons. |
| Resolution 5 – Approval to issue Shares to Spark |
Spark (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of thatperson(or thosepersons). |
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 9225 5355.
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E X P L 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 RESOLUTIONS 1 TO 4
1.1 Placement
On 5 November 2025, the Company announced that it had received firm commitments from sophisticated and institutional investors ( Placement Participants ) for a private placement to raise approximately $1.25 million through the issue of 19,230,770 Shares at $0.065 per Share ( Placement ).
Subject to Shareholder approval, the Placement Participants were also entitled to one (1) free attaching new option ( New Option ) for every two (2) Shares subscribed for and issued, exercisable at $0.15 each on or before the date that is three (3) years from the date of issue.
The Placement is comprised as follows:
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(a) 19,230,770 Shares were issued to the Placement Participants on 13 November 2025, comprising:
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(i) 12,326,900 Shares issued using the Company’s available placement capacity under Listing Rule 7.1, which the Company is seeking to ratify under Resolution 1; and
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(ii) 6,903,870 Shares issued using the Company’s available placement capacity under Listing Rule 7.1A, which the Company is seeking to ratify under Resolution 2;
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(b) 9,615,385 New Options to the Placement Participants subject to obtaining Shareholder approval under Resolution 3; and
In addition to the Placement, the Company will issue 2,000,000 Broker Options to Canaccord subject to Shareholder approval under Resolution 4, pursuant to the Lead Manager Mandate (as defined below).
1.2 Lead Manager
On 2 November 2025, the Company entered into a mandate with Canaccord Genuity (Australia) Limited ABN 19 075 071 466 ( Canaccord ) pursuant to which Canaccord was engaged by the Company to act as lead manager to the Placement ( Lead Manager Mandate ).
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(a) In accordance with the terms of the Lead Manager Mandate, the Company has agreed to pay Canaccord (or its nominee(s)) the following fees (exclusive of GST):
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(i) a management fee equal to 2% of the total proceeds of the Placement;
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(ii) a capital raising fee equal to 4% of the total proceeds of the Placement; and
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(iii) 2,000,000 options exercisable at $0.0975 (being a 50% premium to the Placement issue price of $0.065) on or before the date that is three (3) years from the date of issue ( Broker Options ).
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(b) The Company must offer Canaccord the right of first refusal to act as lead manager in any equity capital raising undertaken by the Company within 12 months following successful completion of the Placement.
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(c) If within 12 months from the date of termination of the Lead Manager Mandate the Company announces an equity capital raising, the Company must pay Canaccord a fee equivalent to the fees payable under Lead Manager Mandate.
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(d) Other than as noted above, the Lead Manager Mandate contains terms which are standard for an agreement of this type.
1.3 Use of funds
The funds raised from the Placement are intended to be used towards drilling at the Bousquet Gold Project in Quebec, where the majority of holes of the recently completed maiden 7,083m program successfully intersected significant gold mineralisation, with 5 drill holes of 32 still pending results.
2. RESOLUTIONS 1 AND 2 – RATIFICATION OF ISSUE OF PLACEMENT SHARES
2.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 19,230,770 Shares to the Placement Participants.
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 29 August 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 in respect of these Resolutions
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
The Shares were issued to professional and sophisticated investors who were identified through a bookbuild process, which involved Canaccord seeking expressions of interest to participate in the capital raising from non- related parties of the Company. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Number and class of Securities issued |
12,326,900 Shares were issued pursuant to Listing Rule 7.1 and 6,903,870 Shares were issued pursuant to Listing Rule 7.1A. |
| 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 |
13 November 2025. |
| Price or other consideration the Company received for the Securities |
$0.065 per Share |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.3 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue |
The Shares are not being issued under an agreement. |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
3. RESOLUTION 3 – APPROVAL TO ISSUE NEW OPTIONS
3.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 9,615,385 New Options to the Placement Participants. The New Options will be exercisable at $0.15 each on or before the date that is three (3) years from the date of issue and otherwise on the terms and conditions set out in Schedule 1.
3.2 Listing 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. Consequently, the Company will not receive the potential $1,442,307 that would have been received if all of the New Options were exercised into Shares.
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 which thosepersons |
The Placement Participants. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| were or will be identified/selected |
|
| Number of Securities and class to be issued |
9,615,385 New Options will be issued. |
| Terms of Securities | The New 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 New Options within 5 Business Days of the Meeting. In any event, the Company will not issue any New Options 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 New Options will be issued at a nil issue price, free attaching to the Shares subscribed for and issued under the Placement. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to encourage the Placement Participants to continue to invest in the Company in the future. |
| Summary of material terms of agreement to issue |
The New Options are not being issued under an agreement. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
4. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS TO CANACCORD
4.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 2,000,000 Broker Options as consideration for lead manager services provided by Canaccord under the Placement.
4.2 Listing 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. It therefore requires the approval of Shareholders under Listing Rule 7.1.
4.3 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. Accordingly, the Company would have to pay its fees owing to Canaccord for its lead manager services in cash which would further deplete the Company’s existing cash reserves.
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4.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
Canaccord (or its nominee(s)). |
| Number of Securities and class to be issued |
2,000,000 Broker Options will be issued. |
| Terms of Securities | The Broker Options will be issued on the terms and conditions set out inSchedule 1. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Broker Optionswithin 5 Business Days of the Meeting.In any event, the Company will not issue any Broker Options 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 Broker Options will be issued at a nominal issue price of $0.00001, as consideration for lead manager services provided in connection with the Placement. |
| 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 Lead Manager Mandate. |
| Summary of material terms of agreement to issue |
The Broker Options are being issued under the Lead Manager Mandate, a summary of the material terms of which is set out in Section 1.2. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO SPARK
5.1 General
On 12 November 2025, the Company announced that it had entered into a mandate with Spark Plus Pte Ltd ( Spark ) pursuant to which the Company engaged Spark to provide marketing services in Asia ( Services ) ( Spark Mandate ).
In accordance with the terms of the Spark Mandate, as consideration for the Services to be provided by Spark, the Company agreed, subject to Shareholder approval, to issue Spark $50,000 worth of Shares in the Company, on the same terms as the most recent capital raising.
The Spark Mandate otherwise contains terms standard for an agreement of its type.
Accordingly, this Resolution seeks Shareholder approval for the issue of 769,231 Shares to Spark (or its nominee(s)) as consideration payable by the Company under the Spark Mandate, being that number of Shares that when multiplied by the recent Placement price is equal to $50,000.
5.2 Listing 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.
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5.3 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. Consequently, the Company may be required to settle the fees owed to Spark in cash, which will further deplete the Company’s existing cash reserves.
5.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION |
DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
Spark (or its nominee(s)). |
| Number of Securities and class to be issued |
769,231 Shares will be issued. |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The Shares will be issued at a nil issue price, in consideration for the Services to be provided by Spark to the Company pursuant to the Spark Mandate. As set out in Section 5.1, the number of Shares was determined based on a deemed issue price equal to $0.065 per Share, being the Placement price. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to enable the Company to satisfy its obligations under the Spark Mandate. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Spark Mandate, as set out in Section 5.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
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G L O S S A R 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.
Broker Options has the meaning given in Section 1.2.
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.
Canaccord means Canaccord Genuity (Australia) Limited ABN 19 075 071 466.
Chair means the chair of the Meeting.
Company means Olympio Metals Limited (ACN 619 330 648).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Lead Manager Mandate has the meaning given in Section 1.2.
Listing Rules means the Listing Rules of ASX.
Meeting means the meeting convened by the Notice.
New Option has the meaning given in Section 1.1.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
Placement has the meaning given in Section 1.1.
Placement Participants has the meaning given in Section 1.1.
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 or Performance Right (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Spark means Spark Plus Pte Ltd (UEN: 201628360M).
Spark Mandate has the meaning given in Section 5.1.
Services has the meaning given in Section 5.1.
AWST / WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E D U L E 1 – T E R M S A N D C O N D I T I O N S O F T H E O P T I O N S
The terms and conditions of the Options are set out in the table below.
| 1. | Entitlement | Each Option entitles the holder to subscribe for one Share upon exercise of the Option. |
|---|---|---|
| 2. | Exercise Price | Subject to paragraph 9, the amount payable upon exercise of each: (a) New Option is $0.15; and (b) Broker Option is $0.0975, (each, theExercise Price). |
| 3. | Expiry Date | The expiry date for each New Option and Broker Option is 5:00 pm (AWST) on the date that is three (3) years from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. |
| 4. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 5. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. |
| 6. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 7. | Timing of Issue of Shares on Exercise |
Within five Business Days after the Exercise Date, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under paragraph 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
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| 8. | Shares issued on Exercise |
Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
|---|---|---|
| 9. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| 10. | Participation in New Issues |
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. |
| 11. | Change in Exercise Price |
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. |
| 12. | Transferability | The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. |
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PROXY FORM
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ARBN 619 330 648
LODGE YOUR VOTE
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ONLINE https://au.investorcentre.mpms.mufg.com
BY MAIL Olympio Metals Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474
PROXY FORM
I/We being a member(s) of Olympio Metals Limited and entitled to participate in and vote hereby appoint:
APPOINT A PROXY
the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00am (WST) on Monday, 15 December 2025 at Level 15, 2 The Esplanade, Perth, WA (the Meeting ) and at any postponement or adjournment of the Meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Resolutions
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For Against Abstain * For Against Abstain
1 Ratification of Prior Issue of 5 Approval to Issue Shares to Spark
Placement Shares Issued under
Listing Rule 7.1
2 Ratification of Prior Issue of
Placement Shares Issued under
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- 2 Ratification of Prior Issue of Placement Shares Issued under Listing Rule 7.1A
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3 Approval to Issue New Options to Placement Participants
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4 Approval to Issue Broker Options to Canaccord
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and yourvotes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
OLY PRX2502A
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in 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 they choose. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
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(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Saturday, 13 December 2025 December 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
QR Code
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.com
into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY MAIL
Olympio Metals Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
*During business hours Monday to Friday (9:00am - 5:00pm)
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.
IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.