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OLYMPIO METALS LIMITED — Proxy Solicitation & Information Statement 2026
Mar 17, 2026
65493_rns_2026-03-17_9c440df1-49bd-470b-8ac3-d78f4524a9bf.pdf
Proxy Solicitation & Information Statement
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18 March 2026
General Meeting – Notice and Proxy Form
Notice is hereby given that a General Meeting ( Meeting ) of Shareholders of Olympio Metals Limited (OLY) (ACN 619 330 648) ( Company ) will be held at 10:00am WST on Friday, 17 April 2026 at Exchange Tower, Level 15, 2 The Esplanade, Perth, Western Australia
In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be dispatching physical copies of the Notice of Meeting ( NOM ) to shareholders, unless a shareholder has requested a hard copy. Instead, a copy of the NOM is available at:
https://olympiometals.com.au/investor-dashboard
Olympio Metals shareholders who have elected to receive electronic communications from the Company have received, or will shortly receive, an email containing instructions about how to view or download a copy of the Notice of Meeting (or request a hard copy of it), as well as instructions on how to lodge their proxies.
Any Olympio Metals shareholder who would like to obtain a free paper copy of the Notice of Meeting can request a copy by contacting Olympio Metals on [email protected]
Shareholders are encouraged to lodge their proxy vote online at au.investorcentre.mpms.mufg.com
The Company strongly encourages shareholders to lodge a directed proxy form prior to the meeting.
To vote by proxy, please complete and sign the enclosed Proxy Form and return it by the time and in accordance with the instructions set out in the Proxy Form. Shareholders can also lodge their vote by going to au.investorcentre.mpms.mufg.com or via a mobile device using the QR code and following the instructions on how to vote online on your enclosed Proxy Form.
In order to receive electronic communications from the Company in the future, please update your Shareholder details online at au.investorcentre.mpms.mufg.com.
Your proxy voting instruction must be received by no later than by 10:00am (AWST) on Wednesday, 15 April 2026, 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.
Yours sincerely
Simon Andrew Non-Executive Chairman
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 : 17 April 2026 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 5:00pm (WST) on 15 April 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 TRANCHE 1 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 15,326,900 Shares on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 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 12,551,267 Shares on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 22,121,833 Shares to the Placement Participants (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – 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 25,000,000 New Options to the Placement Participants (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE NEW OPTIONS TO SP CORPORATE
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 3,300,000 New Options to SP Corporate (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES 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 750,000 Shares and 2,000,000 New Options to Spark (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
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7. RESOLUTION 7 – APPROVAL TO ISSUE YEAR 3 SHARES TO BULLION GOLD
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 that number of Shares to Bullion Gold (or its nominees), which is equal to C$50,000 worth of Shares at a deemed issue price equal to the 15-day volume weighted average price of Shares prior to the issue date on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE YEAR 4 SHARES TO BULLION GOLD
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 that number of Shares to Bullion Gold (or its nominees), which is equal to C$25,000 worth of Shares at a deemed issue price equal to the 15-day volume weighted average price of Shares prior to the issue date on the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – APPROVAL TO ISSUE YEAR 5 SHARES TO BULLION GOLD
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 that number of Shares to Bullion Gold (or its nominees), which is equal to C$25,000 worth of Shares at a deemed issue price equal to the 15-day volume weighted average price of Shares prior to the issue date on the terms and conditions set out in the Explanatory Statement.”
10. RESOLUTION 10 – APPROVAL TO ISSUE NEW OPTIONS TO RELATED PARTY - SIMON ANDREW
To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :
“That, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 New Options to Simon Andrew (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
11. RESOLUTION 11 – APPROVAL TO ISSUE NEW OPTIONS TO RELATED PARTY - SEAN DELANEY
To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :
“That, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 New Options to Sean Delaney (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
12. RESOLUTION 12 – APPROVAL TO ISSUE NEW OPTIONS TO RELATED PARTY - AIDAN PLATEL
To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :
“That, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 New Options to Aidan Platel (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
Dated: 18 March 2026
By order of the Board
Simon Andrew
Non-executive Chairman
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Voting Prohibition Statements
| Resolution 10 – Approval to issue New Options to Related Party - Simon Andrew |
In accordance with Section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 10 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party. In accordance with Section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
|---|---|
| Resolution 11 – Approval to issue New Options to Related Party - Sean Delaney |
In accordance with Section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 11 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 11 Excluded Party. In accordance with Section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 11 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
| Resolution 12 – Approval to issue New Options to Related Party - Aidan Platel |
In accordance with Section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 12 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 12 Excluded Party. In accordance with Section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
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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 Tranche 1 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 Tranche 1 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 Tranche 2 Placement Shares |
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 those persons. |
| Resolution 4 – 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 those persons. |
| Resolution 5 – Approval to issue New Options to SP Corporate |
SP Corporate (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 those persons. |
| Resolution 6 – Approval to issue Securities to Spark |
Spark (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 those persons. |
| Resolution 7 – Approval to issue Year 3 Shares to Bullion Gold |
Bullion Gold (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 those persons. |
| Resolution 8 – Approval to issue Year 4 Shares to Bullion Gold |
Bullion Gold (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 those persons. |
| Resolution 9 – Approval to issue Year 5 Shares to Bullion Gold |
Bullion Gold (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 those persons. |
| Resolution 10 – Approval to issue New Options to Related Party - Simon Andrew |
Simon Andrew (or his 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 those persons. |
| Resolution 11 – Approval to issue New Options to Related Party - Sean Delaney |
Sean Delaney (or his 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 those persons. |
| Resolution 12 – Approval to issue New Options to Related Party - Aidan Platel |
Aidan Platel (or his 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 those persons. |
However, this does not apply to a vote cast in favour of the Resolution by:
-
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with Section 249L of the Corporations Act, Shareholders are advised that:
-
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 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 RESOLUTIONS 1 TO 5
1.1 Placement
On 24 February 2026, the Company announced that it had received firm commitments from sophisticated and institutional investors ( Placement Participants ) for a private placement to raise approximately $3,000,000 through the issue of 50,000,000 Shares at $0.06 per Share ( Placement ).
The proceeds of the Placement will be applied to fund exploration and evaluation activities on the Company’s existing projects and the recently acquired project, together with corporate administration and general working capital requirements.
Subject to Shareholder approval, the Placement Participants are 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 5 January 2029.
The Placement comprises:
-
(a) Tranche 1: 27,878,167 Shares were issued to the Placement Participants on 4 March 2026, comprising:
-
(i) 15,326,900 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
-
(ii) 12,551,267 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) Tranche 2: 22,121,833 Shares to be issued to the Placement Participants subject to obtaining Shareholder approval under Resolution 3; and
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(c) 25,000,000 free attaching New Options to be issued to the Placement Participants subject to obtaining Shareholder approval under Resolution 4.
In addition to the Placement, the Company will issue 3,300,000 New Options to SP Corporate subject to Shareholder approval under Resolution 5, pursuant to the Lead Manager Mandate (as defined below).
1.2 Vendor Subscription
On 24 February 2026, the Company announced that it had entered into a binding option agreement ( Option Agreement ) with Lia Energy Holdings LLC ( Lia Energy ) for the acquisition of 100% of the legal and beneficial interest in the Raven Silver Project located in Montana, USA and Sawtooth Antimony Project located in Idaho, USA ( New Transaction ).
Under the terms of the Option Agreement, Lia Energy agreed to subscribe for up to $500,000 under the Placement. Accordingly, 1,145,833 Shares of the Tranche 1 placement Shares were issued to Lia Energy, with the remainder of Lia Energy’s commitment issued to other nominees introduced into the Placement by Lia Energy (none of whom is a related party of the Company).
1.3 Lead Manager
On 19 February 2026, the Company entered into a mandate with SP Corporate Advisory Pty Ltd (ACN 669 429 092) ( SP Corporate ) pursuant to which SP Corporate was engaged by the Company to act as lead manager to the Placement ( Lead Manager Mandate ).
In accordance with the terms of the Lead Manager Mandate, the Company has agreed to pay SP Corporate (or its nominee(s)) the following fees (exclusive of GST):
(a) a placement fee equal to 6% of the total proceeds of the Placement; and
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(b) subject to shareholder approval, 3,300,000 New Options.
Other than as noted above, the Lead Manager Mandate contains terms which are standard for an agreement of this type.
2. RESOLUTIONS 1 AND 2 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES
2.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 27,878,167 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 Placement Participants (or their nominee(s)). As set out in Section 1.2, 1,145,833 Shares of the Tranche 1 placement Shares were issued to Lia Energy, with the remainfer of Lia Energy’s commitment issued to other nominees introduced into the Placement by Lia Energy (none of whom is a related party of the Company). The remaining Placement Participants were identified through a bookbuild process, which involved SP Corporate seekingexpressions of interest toparticipate in |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| the capital raising from non-related parties of the Company. None of the Tranche 1 placement Shares were issued to a Material Person. |
|
| Number and class of Securities issued |
15,326,900 Shares were issued pursuant to Listing Rule 7.1 and 12,551,267 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 |
4 March 2026. |
| Price or other consideration the Company received for the Securities |
$0.06 per Share. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.1 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue |
As set out in Section 1.2, Lia Energy’s subscription under the Placement was made in accordance with the terms of the Option Agreement between the Company and Lia Energy. The Shares were issued pursuant to subscription agreements between the Company and the relevant Placement Participants on customary terms for a transaction of this nature (including representations, warranties and indemnities). |
| 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 TRANCHE 2 PLACEMENT SHARES
3.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 22,121,833 Shares to the Tranche 2 Placement Participants.
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 raise a further $ 1.327 under the Placement.
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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 those persons were or will be identified/selected |
The Tranche 2 Placement Participants (or their nominee(s)). None of the Tranche 2 placement Shares will be issued to a Material Person. |
| Number of Securities and class to be issued |
22,121,833 Shares will be issued. |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
$0.06 per Share. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.1 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue |
The Shares will be issued pursuant to subscription agreements between the Company and the relevant Placement Participants on customary terms for a transaction of this nature (including representations, warranties and indemnities). |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
4. RESOLUTION 4 – APPROVAL TO ISSUE NEW OPTIONS TO PLACEMENT PARTICIPANTS
4.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 25,000,000 New Options to the Placement Participants. The New Options will be exercisable at $0.15 each on or before 5 January 2029 and otherwise on the terms and conditions set out in Schedule 1.
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 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.
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.
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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 $3,750,000 that would have been received if all of the New Options were exercised into Shares.
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 |
The Placement Participants (or their nominee(s)). None of the Placement Participants is a Material Person. |
| Number of Securities and class to be issued |
25,000,000 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 will be issued pursuant to subscription agreements between the Company and the Placement Participants on customary terms for a transaction of this nature (including representations, warranties and indemnities). |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
5. RESOLUTION 5 – APPROVAL TO ISSUE NEW OPTIONS TO SP CORPORATE
5.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 3,300,000 New Options as consideration for lead manager services provided by SP Corporate under the Placement.
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. It therefore requires the approval of Shareholders under Listing Rule 7.1.
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.
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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 SP Corporate for its lead manager services in cash which would 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 |
SP Corporate (or its nominee(s)). |
| Number of Securities and class to be issued |
3,300,000 New Options will be issued. |
| Terms of Securities | The New 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 New Optionswithin 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 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 New Options are being issued under 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. |
6. RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO SPARK
6.1 Background
On 19 February 2026, the Company announced that it had entered into a mandate with Spark Plus Pte Ltd ( Spark ) pursuant to which the Company engaged Spark to introduce various parties to the Company with a view to the Company concluding an acquisition transaction with one or more of those parties ( Spark Mandate ).
In accordance with the terms of the Spark Mandate, upon the completion of a successful transaction the Company agreed to pay Spark (or its nominee(s)) an introductory fee.
The Spark Mandate otherwise contains terms standard for an agreement of its type.
As set out in Section 1.2, on 24 February 2026, the Company announced that it had entered into the Option Agreement with Lia Energy to facilitate the New Transaction.
The New Transaction was introduced to the Company by Spark. As a faciliattion fee for introducing the New Transaction to the Company, in accordance with the terms of the Spark Mandate, the Company has agreed to issue Spark (or its nominee(s)) 750,000 Shares and 2,000,000 New Options.
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6.2 General
As set out above, this Resolution seeks Shareholder approval for the issue of 750,000 Shares and 2,000,000 New Options to Spark (or its nominee(s)) as the introductory fee payable to Spark under the Spark Mandate for introducing the New Transaction.
6.3 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.
6.4 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.
6.5 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 |
750,000 Shares and 2,000,000 New Options 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. 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 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 Securities will be issued at a nil issue price as the introductory fee payable to Spark under the Spark Mandate for introducing the New Transaction. |
| 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 Securities are being issued under the Spark Mandate, a summary of the material terms of which is set out in Section 6.1. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
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7. RESOLUTIONS 7 TO 9 – APPROVAL TO ISSUE SHARES TO BULLION GOLD
7.1 Background
On 17 March 2025, the Company entered into a binding option agreement ( Bousquet Option Agreement ) with Bullion Gold Resources Corp, a Canadian listed company ( Bullion Gold ), pursuant to which Bullion Gold granted the Company an exclusive option to earn up to 80% of the rights, title and interest in the mineral claims and associated assets that comprise the Bousquet Project.
A summary of the material terms of the Bousquet Option Agreement is set out in Schedule 2.
On 31 March 2025, the Company issued 1,090,832 Shares to Bullion Gold pursuant to the upfront consideration payable under the Bousquet Option Agreement.
On 2 September 2025, the Company issued 495,371 Shares to Bullion Gold pursuant to the first Tranche of deferred consideration shares payable under the Bousquet Option Agreement.
As set out in Schedule 2, under the terms of the Bousquet Option Agreement, the Company may accelerate any of the deferred consideration payments at its discretion. Accordingly, the Company is seeking shareholder approval for the issue of the following deferred share consideration payments:
-
(a) the issue of C$50,000 worth of Shares based on a deemed issue price equal to the 15-day volume weighted average price ( VWAP ) of the Company’s Shares immediately prior to the issue date ( Deemed Issue Price ), on or before the date that is 24 months from the date of execution of the Bousquet Option Agreement ( Execution Date ) ( Year 3 Shares ), subject to Shareholder approval under Resolution 7;
-
(b) the issue of C$25,000 worth of Shares at the Deemed Issue Price on or before the date that is 48 months from the Execution Date ( Year 4 Shares ), subject to Shareholder approval under Resolution 8; and
-
(c) the issue of C$25,000 worth of Shares at the Deemed Issue Price on or before the date that is 60 months from the Execution Date ( Year 5 Shares ), subject to Shareholder approval under Resolution 9,
(together, the Deferred Shares ).
The number of Deferred Shares which may be issued is subject to prevailing A$/C$ exchange rates and the prevailing price for Shares. Accordingly, there is no minimum or maximum number of Deferred Shares that may be issued. The following table shows illustrative numbers of Deferred Shares which may be issued under each Tranche at various Deemed Issue Prices:
| C$ VALUE | ILLUSTRATIVE DEEMED ISSUE PRICE (A$) | ILLUSTRATIVE DEEMED ISSUE PRICE (A$) | ILLUSTRATIVE DEEMED ISSUE PRICE (A$) | |||
|---|---|---|---|---|---|---|
| 0.03 | 0.045 | 0.06 | 0.09 | 0.12 | ||
| Year 3 Shares | C$50,000 | 1,750,000 | 1,166,667 | 875,000 | 583,333 | 437,500 |
| Year 4 Shares | C$25,000 | 875,000 | 583,333 | 437,500 | 291,667 | 218,750 |
| Year 5 Shares | C$25,000 | 875,000 | 583,333 | 437,500 | 291,667 | 218,750 |
| Total | C$100,000 | 3,500,000 | 2,333,333 | 1,750,000 | 1,166,667 | 875,000 |
Note:
- Using an illustrative exchange rate of C$1:A$1.05, and a mid point of a Deemed Issue Price equal to the price at which the recent Placement was conducted, and showing the numbers of Deferred Shares to be issued at a 50% and 25% discount to that price, and a 50% and 100% premium to that price.
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7.2 General
As set out in Section 7.1 above, these Resolutions seek Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Deferred Shares to satisfy the deferred consideration payments under the Bousquet Option Agreement.
7.3 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issues fall within exception 17 of Listing Rule 7.2. Under Listing Rule 7.2 (Exception 17), if the issue of securities is subject to prior shareholder approval, it does not count toward the 15% placement limit set by Listing Rule 7.1. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
7.4
Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue. In addition, the issues 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 these Resolutions are not passed, the Company will not be able to proceed with the issue and the Company will need to renegotiate the terms of the Bousquet Option Agreement, failing which, could result in the loss of the Bousquet Project.
7.5 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 |
Bullion Gold (or its nominees). |
| Number of Securities and class to be issued |
An aggregate of C$100,000 worth of Deferred Shares will be issued at the Deemed Issue Price, comprising: (a) the Year 3 Shares, being that number of Shares that when multiplied by the Deemed Issue Price will equal C$50,000; (b) the Year 4 Shares, being that number of Shares that when multiplied by the Deemed Issue Price will equal C$25,000; and (c) the Year 5 Shares, being that number of Shares that when multiplied by the Deemed Issue Price will equal C$25,000. The number of Deferred Shares which may be issued is subject to prevailing A$/C$ exchange rates and the prevailing price for Shares. Accordingly, there is no minimum or maximum number of Deferred Shares that may be issued. The table in Section 7.1 shows illustrative numbers of Deferred Shares which may be issued under each Tranche at various Deemed Issue Prices. |
| Terms of Securities | The Deferred 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 anticipates that the Year 3 Shares will be issued to Bullion Gold (or its nominee(s)) shortly after the Meeting. Under the Bousquet Option Agreement, the Company has the right to accelerate the exercise of the option by accelerating the subsequent payments. No decision has been made to accelerate the Year 4 and 5 payments (including the issue of the Year 4 Shares and the Year 5 Shares). |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| In any event, the Company will not issue any of the Deferred 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 Deferred Shares will be issued in consideration for the acquisition of the Bousquet Project at the Deemed Issue Price. |
| 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 Bousquet Option Agreement. |
| Summary of material terms of agreement to issue |
The Deferred Shares were issued under the Bousquet Option Agreement, a summary of the material terms of which is set out in Schedule 2. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
8. RESOLUTIONS 10 TO 12 – APPROVAL TO ISSUE OPTIONS TO RELATED PARTIES
8.1 General
These Resolutions seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of an aggregate of 6,000,000 New Options to the Directors of the Company, Simon Andrew, Sean Delaney and Aidan Platel (or their nominee(s)) (together, the Related Parties ) on the terms and conditions set out below.
Further details in respect of the Securities proposed to be issued are set out in the table below.
| RECIPIENT | RESOLUTION | NEW OPTIONS |
|---|---|---|
| Simon Andrew (or his nominee(s)) | 10 | 1,500,000 |
| Sean Delaney (or his nominee(s)) | 11 | 3,000,000 |
| Aidan Platel (or his nominee(s)) | 12 | 1,500,000 |
8.2 Director Recommendation
Each Director has a material personal interest in the outcome of these Resolutions on the basis that all of the Directors (or their nominee(s)) are to be issued Securities should these Resolutions be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on these Resolutions.
8.3 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
-
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
-
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.
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As Securities are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue. Accordingly, Shareholder approval for the issue is sought in accordance with Chapter 2E of the Corporations Act.
8.4 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
-
10.11.1 a related party;
-
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
-
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
-
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
-
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
8.5 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.
If these Resolutions are not passed, the Company will not be able to proceed with the issue. Consequently, the Company may need to consider alternative remuneration or incentive arrangements for the Directors, although no alternative arrangements have presently been determined.
8.6 Technical Information required by Listing Rule 10.13 and Section 219 of the Corporations Act
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the persons to whom Securities will be issued |
The New Options will be issued to the Related Parties (or their nominee(s)), as set out in Section 8.1 above. |
| Categorisation under Listing Rule 10.11 |
Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the proposed recipients who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. |
| Number of Securities and class to be issued |
The maximum number of New Options to be issued (being the nature of the financial benefit proposed to be given) is 6,000,000 which will be allocated as set out in the table included at Section 8.1 above. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Terms of Securities | The New Options will be issued on the terms and conditions set out in Schedule 1, being the same terms as the New Options issued to the Placement Participants. |
| 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 one month 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. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to provide an equity-based incentive component in the remuneration package for the proposed recipients, to align the interests of the proposed recipients with those of Shareholders and to incentivise the proposed recipients to act in a manner that seeks to enhance the value of the Company. The Options will only have intrinsic value if the Company’s share price exceeds the exercise price, thereby providing an incentive for the proposed recipients to increase Shareholder value. The issue also provides a cost effective way for the Company to remunerate the proposed recipients, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipients. |
| Consideration of type of Security to be issued |
The Company has agreed to issue the New Options to the Related Parties for the following reasons: (a) the issue of the New Options has no immediate dilutionary impact on Shareholders; (b) the deferred taxation benefit which is available to the proposed recipients in respect of an issue of New Options is also beneficial to the Company as it means the proposed recipients are not required to immediately sell the New Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; (c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non- cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and (d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options on the terms proposed. |
| Consideration of quantum of Securities to be issued |
In determining the number of New Options proposed to be issued to the Directors, the Board considered the Company’s existing capital structure and potential dilution, the scope of each Director’s role and time commitment, prevailing market practice for comparable listed |
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| REQUIRED INFORMATION | DETAILS | DETAILS | DETAILS | DETAILS | DETAILS |
|---|---|---|---|---|---|
| companies, and the need to align Directors’ interests with shareholders through an equity-based incentive. The Board also considered the Company’s cash position and the appropriateness of the New Options’ terms (including exercise price and expiry). On that basis, the Board considers the proposed issue reasonable and in the best interests of the Company. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the New Options upon the terms proposed. |
|||||
| Remuneration | The total remuneration package for each of the proposed recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below: RELATED PARTY CURRENT FINANCIAL YEAR ENDING 2026 PREVIOUS FINANCIAL YEAR ENDED 2025 Simon Andrew $72,1481 $157,3394 Sean Delaney $332,6502 $475,5045 Aidan Platel $51,5433 $140,8036 Notes: 1. Comprising $65,000 in fees & salary and $7,148 in equity-based payments (being the value of the New Options the subject of Shareholder approval under Resolution 10). 2. Comprising $237 308 in fees & salary, $22,505 in long-term leave entitlement, $25,565 in superannuation and $47,272 in equity- based payments (being the value of the New Options the subject of Shareholder approval under Resolution 11). 3. Comprising $40,224 in fees & salary, $4,171 in superannuation and $7,148 in equity-based payments (being the value of the New Options the subject of Shareholder approval under Resolution 12). 4. Comprising $52,500 in fees & salary and $104,839 in equity-based payments. 5. Comprising $205,000 in fees & salary, $15,401 in long-term leave entitlement, $22,731 in superannuation and $232,372 in equity- based payments. 6. Comprising $31,726 in fees & salary, $4,238 in superannuation and $104,839 in equity-based payments. |
||||
| Valuation | The value of the Securities and the pricing methodology is set out in Schedule 3. |
||||
| Summary of material terms of agreement to issue |
The New Options are not being issued under an agreement. | ||||
| Interest in Securities | The relevant interests of the proposed recipients in Securities as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice RELATED PARTY SHARES1 OPTIONS PERFORMANCE RIGHTS FULLY DILUTED Simon Andrew 588,888 - 4,000,000 2.98% Sean Delaney 2,517,778 - 13,000,000 10.08% Aidan Platel 350,000 - 4,000,000 2.82% Post issue |
||||
| RELATED PARTY | SHARES1 | OPTIONS | PERFORMANCE | FULLY | |
| RIGHTS | DILUTED | ||||
| Simon Andrew | 588,888 | - | 4,000,000 | 2.98% | |
| Sean Delaney | 2,517,778 | - | 13,000,000 | 10.08% | |
| Aidan Platel | 350,000 | - | 4,000,000 | 2.82% | |
| Post issue |
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| REQUIRED INFORMATION | DETAILS | ||||||
|---|---|---|---|---|---|---|---|
| RELATED PARTY | SHARES1 | OPTIONS | PERFORMANCE | FULLY | |||
| RIGHTS | DILUTED | ||||||
| Simon Andrew Sean Delaney Aidan Platel |
588,888 | 1,500,000 | 4,000,000 | 3.81% | |||
| 2,517,778 | 3,000,000 | 13,000,000 | 11.57% | ||||
| 350,000 | 1,500,000 | 4,000,000 | 3.66% | ||||
| Dilution | If the New Options issued under these Resolutions are exercised, a total of 6,000,000 Shares would be issued. This will increase the number of Shares on issue from 125,512,669 (being the total number of Shares on issue as at the date of this Notice) to 131,512,669 (assuming that no Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 4.56%, comprising 1.14% by Simon Andrew, 2.28% by Sean Delaney and 1.14% by Aidan Platel. |
||||||
| Market price | The market price for Shares during the term of the New Options would normally determine whether or not the Options are exercised. If, at any time any of the New Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the New Options, there may be a perceived cost to the Company. |
||||||
| Trading history | The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below: PRICE DATE Highest $0.1850 28 July 2025 Lowest $0.0280 6 June 2025 Last $0.0610 11 March 2026 |
||||||
| PRICE | DATE | ||||||
| Highest Lowest Last |
$0.1850 | 28 July 2025 | |||||
| $0.0280 | 6 June 2025 | ||||||
| $0.0610 | 11 March 2026 | ||||||
| Other information | The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions. |
||||||
| Voting exclusion statements |
Voting exclusion statements apply to these Resolutions. | ||||||
| Voting prohibition statements |
Voting prohibition statements apply to these Resolutions. |
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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.
Bousquet Option Agreement has the meaning given in Section 7.1.
Bullion Gold means Bullion Gold Resources Corp (a company incorporated under the business corporations act (Alberta) and registered as an extra provincial company under the British Columbia Business Corporations Act).
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
-
(a) a spouse or child of the member;
-
(b) a child of the member’s spouse;
-
(c) a dependent of the member or the member’s spouse;
-
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
-
(e) a company the member controls; or
-
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Olympio Metals Limited (ACN 619 330 648).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Deferred Shares has the meaning given in Section 7.1.
Deemed Issue Price has the meaning given in Section 7.1.
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.
Execution Date has the meaning given in Section 7.1.
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.
Lead Manager Mandate has the meaning given in Section 1.2.
Lia Energy means Lia Energy Holdings LLC.
Listing Rules means the Listing Rules of ASX.
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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.
New Option has the meaning given in Section 1.1.
New Transaction has the meaning given in Section 1.2.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Option Agreement has the meaning given in Section 1.2.
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 6.1.
SP Corporate means SP Corporate Advisory Pty Ltd (ACN 669 429 092).
VWAP means volume weighted average price.
AWST / WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E DU L E 1 – TE R M S A N D C O N D I T I O N S O F T H E N E W O P TI O N S
The terms and conditions of the New 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 Option is $0.15 (theExercise Price). |
| 3. | Expiry Date | The expiry date for each Option is 5:00 pm (AWST) on 5 January 2029 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. |
| 4. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 5. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. |
| 6. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 7. | Timing of Issue of Shares on Exercise |
Within five Business Days after the Exercise Date, the Company will: (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; (b) if required, give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under paragraph 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
| 8. | Shares issued on Exercise |
Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
| 9. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), |
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| 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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S C H E DU L E 2 – M A TE R I A L T E R M S OF TH E B OU S QU E T O P TI O N A G R E E M E N T
The material terms and conditions of the Bousquet Option Agreement are summarised below:
| TERMS | BOUSQUET OPTION AGREEMENT |
|---|---|
| Earn-in | Bullion Gold grants the Company an exclusive option to earn up to 80% of the rights, title and interest in the mineral claims and associated assets that comprise the Bousquet Project (Project)(Earn-in). |
| Consideration | The consideration payable to Bullion Gold by the Company under the Agreement comprises: (a) upfront consideration of: (i) C$100,000 in cash; and (ii) C$50,000 worth of fully paid Ordinary shares in the capital of the Company based on a deemed issue price equal to the 15-day VWAP of the Company’s Shares immediately prior to execution of the Bousquet Option Agreement (Execution Date); (Upfront Consideration) (b) the following deferred payments which can be accelerated at the Company’s election: (i) on or before the date which is 12 months after the Execution Date, the Company must: (A) pay C$100,000 in cash; and (B) subject to Shareholder approval, issue C$50,000 worth of Shares based on a deemed issue price equal to the 15-day VWAP prior to the issue date (Deemed Issue Price); (ii) on or before the date which is 24 months after the Execution Date, the Company must: (A) pay C$150,000 in cash; and (B) subject to Shareholder approval, issue C$50,000 worth of Shares at the Deemed Issue Price (taking the Company’s ownership of the Project to 51%, subject to the Company spending the first $1,000,000 pursuant to the Minimum Expenditure below); (iii) on each of the dates which is 48 months, 60 months and 72 months after the Execution Date, the Company must: (A) pay C$50,000 in cash; and (B) subject to Shareholder approval, issue C$25,000 worth of Shares at the Deemed Issue Price; (iv) on the date which is 7 years after the Execution Date, the Company must: (A) pay C$150,000 in cash; and (B) subject to Shareholder approval, issue C$75,000 worth of Shares at the Deemed Issue Price; and (v) on the date which is 8years after the Execution Date, |
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| TERMS | BOUSQUET OPTION AGREEMENT |
|---|---|
| the Company must: (A) pay C$200,000 in cash; and (B) subject to Shareholder approval, issue C$100,000 worth of Shares at the Deemed Issue Price, (together, theDeferred Payments). |
|
| Performance Payments |
The Company must make the following performance payments to Bullion Gold: (a) upon the Company announcing JORC-compliant gold mineral resource of at least 1 million ounces at an average grade >1.0g/t Au and a minimum cut-off grade of 0.3 g/t (JORC Announcement), C$1.50 in cash per every ounce announced by the Company up to a maximum of 250,000 ounces; (b) upon the Company making the JORC Announcement, C$1 in cash per every ounce announced by the Company above 250,001 ounces up to a maximum of 500,000 ounces; and (c) upon the Company making the JORC Announcement, C$0.50 in cash per every ounce announced by the Company above 500,000 ounces. |
| Minimum Expenditure |
The Company must incur the following exploration expenditure on the Project: (a) C$300,000 within 12 months from the Execution Date; (b) C$300,000 within 24 months from the Execution Date; (c) C$400,000 within 36 months from the Execution Date; (d) C$200,000 within each subsequent 12 month period for a total of a further C$1,000,000 within 96 months from the Execution Date, (Minimum Expenditure). |
| Withdrawal | (a) The Company may withdraw from the Earn-in at any time. (b) Upon notice of withdrawal, the Company no longer has to make the Deferred Payments. (c) If the Company withdraws from the Earn-in after the date that is 24 months after the Execution Date, a joint venture will be formed with the parties’ interests in the joint venture and Project as follows: (i) the Company - 49%; and (ii) Bullion Gold - 51%, (Joint Venture). Bullion Gold will become the manager of the Joint Venture and the project as a fully pro rata contribute or dilute joint venture. |
| Other Terms | (a) The Company may accelerate any of the payments under the Agreement at its discretion. (b) Other than as noted above, the Agreement otherwise contains terms which are standard for an agreement of this type. |
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S C H E DU L E 3 – V AL U A T I O N O F N E W O P T I ON S
The New Options to be issued pursuant to Resolutions 10 to 12 have been valued by internal management .
Using the Black & Scholes option model and based on the assumptions set out below, the New Options were ascribed the following value:
| ASSUMPTIONS: | |
|---|---|
| Valuation date | 27 February 2026 |
| Market price of Shares | 6.2 cents |
| Exercise price | 15 cents |
| Expiry date (length of time from issue) | 5 January 2029 (2.86 years) |
| Risk free interest rate | 4.27% |
| Volatility (discount) | 100% |
| Indicative value per Option | 0.028 cents |
| Total Value of Options | $165,307 |
| - Simon Andrew (Resolution 10) | $41,327 |
| - Sean Delaney (Resolution 11) | $82,654 |
| - Aidan Platel (Resolution 12) | $41,327 |
Note:
- The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.
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PROXY FORM
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ARBN 619 330 648
LODGE YOUR VOTE
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
*During business hours Monday to Friday
ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474 LODGEMENT OF A PROXY FORM 10:00am (WST) on Wednesday, 15 April 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. 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.your mobile device.our mobile device. HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM To appoint a second proxy you must: (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 (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:00am (WST) on Wednesday, 15 April 2026, 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 BY MOBILE DEVICE QR Code https://au.investorcentre.mpms.mufg.com Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or Login to the Investor Centre website using the holding details enter the voting link https://au.investorcentre.mpms.mufg.com as shown on the Voting Form. Select ‘Voting’ and follow the into your mobile device. Log in using the Holder Identifier and prompts to lodge your vote. To use the online lodgement facility, postcode for your shareholding. shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN). To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.your mobile device.our mobile device.
- ONLINE https://au.investorcentre.mpms.mufg.com
YOUR NAME AND ADDRESS
YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and
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.
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.
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, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
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.
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.
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 Annual 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.
APPOINTMENT OF A SECOND PROXY
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, 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.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6
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PROXY FORM
I/We being a member(s) of Olympio Metals Limited and entitled to attend 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 body Meeting (mark box) 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 Friday, 17 April 2026 at Level 15, 2 The Esplanade, Perth WA 6000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 10, 11 & 12: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 10, 11 & 12, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). 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 For Against Abstain * For Against Abstain * 1 Ratification of Prior Issue of 9 Approval to Issue Year 5 Shares to Tranche 1 Placement Shares Bullion Gold Issued Under Listing Rule 7.1 2 Ratification of Prior Issue of 10 Approval to Issue New Options to Tranche 1 Placement Shares Related Party - Simon Andrew Issued Under Listing Rule 7.1A 3 Approval to Issue Tranche 2 11 Approval to Issue New Options to Placement Shares Related Party - Sean Delaney 4 Approval to Issue New Options to 12 Approval to Issue New Options to Placement Participants Related Party - Aidan Platel 5 Approval to Issue New Options to SP Corporate 6 Approval to Issue Securities to
- 6 Approval to Issue Securities to Spark
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7 Approval to Issue Year 3 Shares to Bullion Gold
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8 Approval to Issue Year 4 Shares to Bullion Gold
* 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 your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) Sole Director and Sole Company Secretary |
Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one) |
Joint Shareholder 3 (Individual) 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 PRX2601D