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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

  • (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

  • (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:

  • (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

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5

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;

  • the proxy need not be a Shareholder of the Company; and

  • 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:

  • if proxy holders vote, they must cast all directed proxies as directed; and

  • 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.

6

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;

  • (b) Tranche 2: 22,121,833 Shares to be issued to the Placement Participants subject to obtaining Shareholder approval under Resolution 3; and

  • (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

8

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.

9

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.

11

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.

12

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.

13

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:

  1. 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.

14

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).

15

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.

16

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.

17

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

18

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

19

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.

20

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.

21

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.

22

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),

23

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.

24

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,

25

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.

26

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:

  1. 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.

27

PROXY FORM

28

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ARBN 619 330 648

LODGE YOUR VOTE

ONLINEhttps://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

==> picture [163 x 31] intentionally omitted <==

----- Start of picture text -----

X99999999999
----- End of picture text -----

X99999999999

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

  • 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