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ORE RESOURCES LIMITED — AGM Information 2025
Oct 19, 2025
65504_rns_2025-10-19_fae9020b-d333-4fd0-b403-6ba18adedfaf.pdf
AGM Information
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FUTURE BATTERY MINERALS LIMITED
ACN 148 966 545
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of Future Battery Minerals Limited will be held at 10.00 AM (WST) on Wednesday, 19 November 2025 at Level 29, Central Park Tower, 152-158 St Georges Terrace, Perth WA 6000
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 accountant, solicitor or other professional adviser prior to voting.
Shareholders may vote by directed proxy in lieu of attending the Meeting in person. Proxy Forms for the Meeting should be lodged before 10.00 AM (WST) Monday, 17 November 2025. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5.00 PM (WST) on Monday, 17 November 2025.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6383 7817.
FUTURE BATTERY MINERALS LIMITED ACN 148 966 545
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of Future Battery Minerals Limited ( Company ) will be held at 10.00 AM (WST) on Wednesday, 19 November 2025 at Level 29, Central Park Tower, 152-158 St Georges Terrace, Perth WA 6000 ( Meeting ).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form part of this Notice.
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 as Shareholders on Monday, 17 November at 10.00 AM (WST).
The Company advises that a poll will be conducted for all Resolutions.
Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1.
AGENDA
Annual Report
To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2025, which includes the Financial Report, Directors' Report and Auditor's Report.
1 RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:
"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."
Voting Prohibition
A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
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(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
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(b) a Closely Related Party of such a member.
However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
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(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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(b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution but expressly authorises the Chairperson to exercise the proxy, even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
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2 RESOLUTION 2 – RE-ELECTION OF ROBERT WAUGH AS A DIRECTOR
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with article 6.3(c) of the Constitution and for all other purposes, Mr Robert Waugh, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."
3 RESOLUTION 3 – RATIFICATION OF CONSIDERATION SHARES
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 4,355,100 Shares to the Complete Prospecting Shareholders on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of the Resolution by or on behalf of the Complete Prospecting Shareholders (and/or their nominee(s)) or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
4 RESOLUTION 4 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR NICHOLAS RATHJEN UNDER THE EMPLOYEE INCENTIVE PLAN
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 10.14, Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 10,000,000 Performance Rights to Mr Nicholas Rathjen (and/or his nominee(s)) under the Employee Incentive Plan on the terms and conditions in the Explanatory Memorandum."
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Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting Prohibition
In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
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(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
5 RESOLUTION 5 – APROVAL TO ISSUE PERFORMANCE RIGHTS TO MR ROBIN COX UNDER THE EMPLOYEE INCENTIVE PLAN
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 10.14, Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 7,000,000 Performance Rights to Mr Robin Cox (and/or his nominee(s)) under the Employee Incentive Plan on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting Prohibition
In accordance with section 250BD of the Corporations Act, a vote on this resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
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(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
6 RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO MR NICHOLAS RATHJEN
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 10,000,000 Options to Mr Nicholas Rathjen (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Nicholas Rathjen (and/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) or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Voting Prohibition
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 Mr Nicholas Rathjen (and/or his nominee(s)) or any of his, or their, associates. However, subject to the voting exclusion above and further voting prohibition below, this does not prevent the casting of a vote if:
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(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
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(b) it is not cast on behalf of Mr Nicholas Rathjen (and/or his nominee(s)) or any of his, or their, associates.
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
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(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
7 RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO MR ROBIN COX
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 6,000,000 Options to Mr Robin Cox (and/or its nominee(s)) on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Robin Cox (and/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) or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Voting Prohibition
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 Mr Robin Cox (and/or his nominee(s)) or any of his, or their, associates. However, subject to the voting exclusion above and further voting prohibition below, this does not prevent the casting of a vote if:
-
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
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(b) it is not cast on behalf of Mr Robin Cox (and/or his nominee(s)) or any of his, or their associates.
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
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(a) the person is appointed as proxy and the appointment specifies how the proxy is to vote; or
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(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
8 RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS TO MR NEVILLE POWER
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 20,000,000 Options to Mr Neville Power (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Neville Power (and/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) or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Voting Prohibition
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 Mr Neville Power (and/or his nominee(s)) or any of his, or their, associates. However, subject to the voting exclusion above and further voting prohibition below, this does not prevent the casting of a vote if:
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(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
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(b) it is not cast on behalf of Mr Neville Power (and/or his nominee(s)) or any of his, or their, associates.
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
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(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
9 RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO MR ROBERT WAUGH
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 6,000,000 Options to Mr Robert Waugh (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Robert Waugh (and/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) or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Voting Prohibition
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 Mr Robert Waugh (and/or his nominee(s)) or any of his, or their, associates. However, subject to the voting exclusion above and further voting prohibition below, this does not prevent the casting of a vote if:
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(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
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(b) it is not cast on behalf of Mr Robert Waugh (and/or his nominee(s)) or any of his, or their, associates.
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
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(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
10 RESOLUTION 10 – APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue of securities (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way;
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodian 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 this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Note: As at the date of this Notice, it is not known who may participate in any issue of Equity Securities under Resolution 10 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 10.
11 RESOLUTION 11 – CHANGE OF COMPANY NAME
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
"That, pursuant to and in accordance with sections 136(2) and 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed from "Future Battery Minerals Limited" to "Ore Resources Limited" and the Constitution be modified by replacing all references to "Future Battery Minerals Limited" to "Ore Resources Limited", with effect from the date on which ASIC alters the details of the Company's registration and on the terms and conditions in the Explanatory Memorandum."
12 RESOLUTION 12 – SECTION 195 APPROVAL
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 6, 7, 8 and 9 (inclusive)."
Dated: 15 October 2025
By order of the Board
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Silfia Morton Company Secretary
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FUTURE BATTERY MINERALS LIMITED ACN 148 966 545
EXPLANATORY MEMORANDUM
1 INTRODUCTION
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 10.00 AM (WST) on Wednesday, 19 November 2025 at Level 29, Central Park Tower, 152-158 St Georges Terrace, Perth WA 6000.
This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted upon.
This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| Section 2 | Action to be taken by Shareholders |
|---|---|
| Section 3 | Annual Report |
| Section 4 | Resolution 1 – Adoption of the Remuneration Report |
| Section 5 | Resolution 2 – Re-election of Robert Waugh as Director |
| Section 6 | Resolution 3 – Ratification of Consideration Shares |
| Section 7 | Resolutions 4 and 5 – Approval to issue Performance Rights to Messrs |
| Nicholas Rathjen and Robin Cox under the Employee Incentive Plan | |
| Section 8 | Resolutions 6, 7, 8 and 9 (inclusive) – Approval to issue Options to the |
| Directors | |
| Section 9 | Resolution 10 – Approval of 10% Placement Capacity |
| Section 10 | Resolution 11 – Change of Company Name |
| Section 11 | Resolution 12 – Section 195 Approval |
| Schedule 1 | Definitions |
| Schedule 2 | Terms and Conditions of Performance Rights |
| Schedule 3 | Terms and Conditions of Options |
| Schedule 4 | Summary of Employee Incentive Plan |
A Proxy Form is attached to the Notice.
2 ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders should read the Notice, including this Explanatory Memorandum, carefully before deciding how to vote on the Resolutions.
The Company advises that a poll will be conducted for all Resolutions.
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2.1 Proxies
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting (see details below) or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions detailed in the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting (subject to the voting exclusions detailed in the Notice).
To vote by proxy, please complete and sign the enclosed Proxy Form and return it by:
(a) post to :
Future Battery Minerals Limited C/- Automic Registry Services GPO Box 5193 Sydney NSW 2001;
(b) facsimile to :
Automic Registry Services: (within Australia) +61 (2) 8583 3040
(outside Australia) – not applicable;
- (c) online at : https://investor.automic.com.au/#/loginsahusing using your secure access information or use your mobile device to scan your personalised QR code on the Proxy Form;
(d) email to : [email protected],
so that it is received not later than 10.00 AM(WST) on Monday, 17 November 2025, being at least 48 hours before the Meeting. Proxy Forms received later than this time will be invalid.
Please note that:
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(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(b) a proxy need not be a member of the Company; and
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(c) a member of the Company 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.
If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate’s representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
2.2 Attendance at the Meeting
If you attend the Meeting, please bring your personalised Proxy Form with you to assist with registration and (if possible) arrive at the venue 15 to 30 minutes before the start of the Meeting. Representatives from the Company's share registry, Automic Registry Services, will verify your shareholding against the Company's share register and note your attendance. If you do not bring your Proxy Form with you, you will still be able to attend the Meeting but you will need to verify your identity.
In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.
3 ANNUAL REPORT
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At the Meeting, Shareholders will be offered the opportunity to:
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(a) discuss the Annual Report which is available online at https://futurebatteryminerals.com.au/;
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(b) ask questions about, or comment on, the management of the Company; and
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(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:
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(a) the preparation and the content of the Auditor's Report;
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(b) the conduct of the audit;
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(c) accounting policies of the Company in relation to the preparation of the financial statements; and
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(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five business days before the Meeting (being, no later than 5.00 PM (WST) on 12 November 2025) to the Company Secretary at the Company's registered office.
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RESOLUTION 1 – REMUNERATION REPORT
In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Director's Report contains the Remuneration Report which sets out:
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(a) the remuneration policy for the Company; and
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(b) the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
Shareholders will have the opportunity to remove the whole Board except the Managing Director (if applicable) if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.
The Remuneration Report did not receive a Strike at the 2024 annual general meeting. Please note if the Remuneration Report receives a Strike at the Meeting and if a second Strike is received at the 2026 annual general meeting, this may result in the re-election of the Board.
The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.
Resolution 1 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 1.
If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in
12
accordance with the Chairperson's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
5 RESOLUTION 2 – RE-ELECTION OF ROBERT WAUGH AS A DIRECTOR
5.1 General
Article 6.3(c) of the Constitution requires on third of all Directors (rounded down to the nearest whole number) to retire at each annual general meeting.
Article 6.3(f) of the Constitution provides that a Director who retires under article 6.3(c) of the Constitution is eligible for re-election.
Resolution 2 provides that Mr Robert Waugh retires and seeks re-election as a Director under article 6.3(f) of the Constitution.
Details of the qualifications and experience of Mr Robert Waugh are detailed in the Annual Report.
Mr Robert Waugh was appointed to the Board on 25 June 2024.
If Resolution 2 is passed, Mr Robert Waugh will continue to be a Director.
If Resolution 2 is not passed, Mr Robert Waugh will cease to be a Director.
Resolution 2 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 2.
5.2 Board Recommendation
Based on the skills and experience of Mr Robert Waugh, the Board (excluding Mr Robert Waugh) supports the re-election of Mr Robert Waugh and recommends that Shareholders vote in favour of Resolution 2.
6 RESOLUTION 3 – RATIFICATION OF CONSIDERATION SHARES
6.1 Background
In June 2025, the Company announced that it had submitted seven new contiguous tenement applications at Burbank East to expand its existing Burbank East Project area. The Company contemporaneously announced that at the time of application for five of the new Burbank East tenements, a third party had also lodged valid applications over the same area. Following assessment by the Department of Mines, Industry Regulation and Safety (DMIRS), it was determined that each party was found to hold first-in-time priority over approximately 50% of the relevant total area. The Company subsequently entered into an agreement with the competing applicant, Complete Prospecting Pty Ltd ( Applicant ), under which the Applicant agreed to withdraw its applications in exchange for $75,000 in cash and 4,355,100 Shares ( Consideration Shares ) ( Burbank East Agreement ). The Consideration Shares were issued to the Complete Prospecting Shareholders on 11 June 2025 and are subject to a six-month escrow period commencing from the date of issue.
Resolution 3 seeks Shareholder ratification and approval pursuant to Listing Rule 7.4 (and for all other purposes) for the prior issue of the Consideration Shares.
Resolution 3 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 3.
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6.2 Listing Rule 7.4
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 period ( 15% Placement Capacity ).
Listing Rule 7.4 provides that if the Company in a general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those Equity Securities will be deemed to have been made with Shareholder approval for the purposes of Listing Rule 7.1.
The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future up to the 15% Placement Capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
If Resolution 3 is passed, the issue of Consideration Shares will be excluded in calculating the Company's 15% Placement Capacity under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Consideration Shares.
If Resolution 3 is not passed, the issue of Consideration Shares will be included in calculating the Company's 15% Placement Capacity under Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Consideration Shares.
6.3 Specific information required by Listing Rule 7.5
The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval:
-
(a) the Consideration Shares were issued to the Complete Prospecting Shareholders;
-
(b) the Consideration Shares were issued on 11 June 2025 pursuant to the Company's 15% Placement Capacity;
-
(c) the Consideration Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respect with the existing Shares on issue;
-
(d) the Consideration Shares were issued for nil consideration as they were issued in consideration for the withdrawal of certain applications over the Burbank East tenements by the Applicant and therefore, no funds were raised from the issue of the Consideration Shares;
-
(e) the Consideration Shares were issued pursuant to the Burbank East Agreement, pursuant to which the Company agreed to pay $75,000 in cash and issue the Consideration Shares as consideration for the Applicant's agreement to withdraw the applications over the Burbank East tenements. The Consideration Shares are subject to a six-month voluntary escrow period. The Burbank East Agreement contains customary terms for an agreement of this nature, including in relation to representations and warranties; and
-
(f) a voting exclusion statement is included in the Notice for Resolution 3.
6.4 Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 3.
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7 RESOLUTIONS 4 AND 5 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MESSRS NICHOLAS RATHJEN AND ROBIN COX UNDER THE EMPLOYEE INCENTIVE PLAN
7.1 General
Resolutions 4 to 5, respectively, seek Shareholder approval in accordance with Listing Rule 10.14 for the grant of:
-
(a) up to 10,000,000 Performance Rights to Mr Nicholas Rathjen, Managing Director, and/or his nominee(s); and
-
(b) up to 7,000,000 Performance Rights to Mr Robin Cox, Technical Director, and/or his nominee(s).
Each Performance Right shall vest and convert into Shares on a one for one basis subject to the satisfaction of the following vesting conditions:
Nicholas Rathjen
| Tranche | Number of Performance Rights |
Vesting Conditions | Performance Period |
|---|---|---|---|
| 1 | 3,000,000 | 0BThe Company either: (i) 1Bdelineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au at a minimum grade of 1.0g/t Au on any of its current or future projects; or (ii) 2Bannouncing the completion of an acquisition of a mineral exploration project and/or a company from a third party (New Project) and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
3 years from the date of issue |
| 2 | 4,000,000 | The Company either: (i) 3Bdelineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 500,000oz Au at a minimum grade of 1.0g/t Au at any of its current or future projects; or (ii) 4Bannouncing the completion of an acquisition of a New Project and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
4 years from the date of issue |
| 3 | 3,000,000 | The Company either: (i) 5Bdelineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 1,000,000oz Au at a minimum grade of |
5 years from the date of issue |
15
| 1.0g/t Au at any of its current or future projects; or (ii) 6Bannouncing the completion of an acquisition of a New Project and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 500,000oz Au from the acquisition of the New Project. |
||||
|---|---|---|---|---|
Robin Cox
| Tranche | Number of Performance Rights |
Vesting Conditions | Performance Period |
|---|---|---|---|
| 1 | 2,000,000 | 7BThe Company either: (i) 8Bdelineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au at a minimum grade of 1.0g/t Au on any of its current or future projects; or (i) 9Bannouncing the completion of an acquisition of a mineral exploration project and/or a company from a third party (New Project) and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
3 years from the date of issue |
| 2 | 3,000,000 | The Company either: (i) 10Bdelineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 500,000oz Au at a minimum grade of 1.0g/t Au at any of its current or future projects; or (ii) 11Bannouncing the completion of an acquisition of a New Project and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
4 years from the date of issue |
| 3 | 2,000,000 | The Company either: (i) 12Bdelineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 1,000,000oz Au at a minimum grade of 1.0g/t Au at any of its current or future projects; or (ii) 13Bannouncing the completion of an acquisition of a New Project and the |
5 years from the date of issue |
16
| Company announcing post-acquisition the growth of the combinedGroup Mineral Resource (JORC Code compliant) in excess of 500,000oz Au from the acquisition of the New Project. |
||||
|---|---|---|---|---|
The Board considers that the grant of Performance Rights to Messrs Rathjen and Cox is a cost effective and efficient reward for the Company to appropriately incentivise the continued performance of Messrs Rathjen and Cox and is consistent with the strategic goals and targets of the Company.
The Company acknowledges that Messrs Rathjen and Cox may receive certain termination benefits associated with the Performance Rights the subject of Resolutions 4 to 5 in connection with them ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company or a related body corporate. Therefore, the Company is also seeking Shareholder approval for the purposes of Part 2D.2 of the Corporations Act (including, sections 200B and 200E of the Corporations Act).
Refer to Schedule 2 for a summary of the terms and conditions of the Performance Rights and to Schedule 4 for the terms and conditions of the Employee Incentive Plan.
Resolutions 4 and 5 are ordinary resolutions.
The Chairperson intends to exercise all available proxies in favour of Resolutions 4 and 5.
7.2 Section 200B of the Corporations Act
In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's retirement from a managerial or executive office, the Company must obtain Shareholder approval in the manner set out in section 200E of the Corporations Act.
Section 200B of the Corporations Act applies where the benefit is given to, among other persons, a person whose details were included in the Director's Report for the previous financial year. The details of Messrs Rathjen and Cox were included in the Director's Report for the 2025 Financial Year.
The term "benefit" is open to a potentially wide interpretation and may include automatic, or accelerated, vesting of share-based payments for a person or the exercise of discretion to allow a person to maintain a benefit they would not otherwise be entitled to retain, on, or as result of, retirement from their position of employment in a company.
The benefits for which approval is sought under Resolutions 4 and 5 include benefits that result from the Board exercising the discretions conferred under the terms of the Employee Incentive Plan. In particular, the Board will have the discretion to determine that, when Messrs Rathjen and Cox are no longer Eligible Participants, some or all of the Performance Rights will not lapse at that time (if they would otherwise lapse), and such Performance Rights may vest or be retained.
One of the benefits for which approval is sought under Resolutions 4 and 5 is the potential issue or transfer of Shares to Messrs Rathjen and Cox upon conversion of the Performance Rights as a result of the Board exercising a discretion to vest the Performance Rights as termination benefits.
The Company is therefore seeking Shareholder approval under section 200B of the Corporations Act in connection with the potential vesting of the Performance Rights proposed to be granted to Messrs Rathjen and Cox pursuant to Resolutions 4 and 5.
7.3 Specific information required by section 200E of the Corporations Act
The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval for the purposes of section 200E of the Corporations Act:
- (a) The value of the benefit relating to the Performance Rights held by Messrs Rathjen and Cox (and/or their respective nominee(s)) which may arise in connection with their retirement from
17
a managerial or executive office cannot presently be ascertained. However, matters, events and circumstances that will, or are likely to affect the calculation of that value include:
-
(i) the number of Performance Rights held prior to ceasing employment;
-
(ii) the outstanding conditions (if any) of vesting of the Performance Rights and the number that the Board determines vest, lapse or leave on foot;
-
(iii) the applicable performance measures and the achievement of such measures (and personal performance of Messrs Rathjen and Cox);
-
(iv) the portion of the relevant performance period for the Performance Rights that have expired at the time Messrs Rathjen or Cox (as applicable) ceases to be employed or engaged by the Company:
-
(v) the circumstances of, or reasons for, ceasing employment with the Company;
-
(vi) the length of service with the Company and performance over that period of time;
-
(vii) any other factors that the Board determines to be relevant when exercising its discretion to provide potential termination benefits to Mr Rathjen or Cox (as applicable);
-
(viii) the market price of the Shares on ASX at the relevant time when the amount or value of the Performance Rights is determined;
-
(ix) any changes in law; and
-
(x) the risk-free rate of return in Australia and the estimated volatility of Shares on ASX at the relevant time.
-
(b) The Company will calculate the value of the benefit at the relevant time based on the above factors and using the Black-Scholes Valuation Model or another appropriate pricing model to value the Performance Rights.
7.4 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 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 of Performance Rights to Messrs Rathjen and Cox under the Employee Incentive Plan (and the exercise or conversion of the Performance Rights into Shares) constitutes giving a financial benefit as Messrs Rathjen and Cox are related parties of the Company by virtue of being Directors. The Directors (other than Messrs Rathjen and Cox, given their material personal interests in Resolutions 4 and 5) have considered the application of Chapter 2E of the Corporations Act and have resolved that the reasonable remuneration exception provided by section 211 of the
Corporations Act is applicable. Accordingly, the Company will not seek approval for the issue of the Performance Rights pursuant to section 208 of the Corporations Act.
7.5 Listing Rule 10.14
Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme:
-
10.14.1 a director of the company;
-
10.14.2 an associate of a director of the company; or
18
10.14.3 a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue of Performance Rights to Messrs Rathjen and Cox falls within Listing Rule 10.14.1 above and therefore requires the approval of Shareholders under Listing Rule 10.14.
If Resolution 4 is passed, the Company will be able to proceed with the issue of 10,000,000 Performance Rights to Mr Rathjen (and/or his nominee(s)), and pursuant to Listing Rule 7.2 exception 14, the Company may issue the Performance Rights without using up the Company's 15% Placement Capacity under Listing Rule 7.1.
If Resolution 5 is passed, the Company will be able to proceed with the issue of 7,000,000 Performance Rights to Mr Cox (and/or his nominee(s)), and pursuant to Listing Rule 7.2 exception 14, the Company may issue the Performance Rights without using up the Company's 15% Placement Capacity under Listing Rule 7.1.
If Resolution 4 is not passed, the Company will not be able to proceed with the issue of 10,000,000 Performance Rights to Mr Rathjen (and/or his nominee(s)), and the Company will have to consider alternative arrangements to incentivise Mr Rathjen's continued performance in his role as Managing Director.
If Resolution 5 is not passed, the Company will not be able to proceed with the issue of 7,000,000 Performance Rights to Mr Cox (and/or his nominee(s)), and the Company will have to consider alternative arrangements to incentivise Mr Cox's continued performance in his role as Technical Director.
7.6 Specific information required by Listing Rule 10.15
The following information in relation to Resolutions 4 and 5 is provided to Shareholders for the purposes of Listing Rule 10.15:
-
(a) the Performance Rights will be granted to Mr Rathjen (Managing Director) (and/or his nominee(s)) pursuant to Resolution 4 and Mr Cox (Technical Director) (and/or his nominee(s)) pursuant to Resolution 5;
-
(b) Messrs Rathjen and Cox fall within category 10.14.1 of the Listing Rules as they are Directors;
-
(c) the maximum number of Performance Rights to be granted is as follows:
-
(i) up to 10,000,000 Performance Rights are proposed to be granted to Mr Rathjen (and/or his nominee(s)); and
-
(ii) up to 7,000,000 Performance Rights are proposed to be granted to Mr Cox (and/or his nominee(s));
-
(d) the current remuneration package for Messrs Rathjen and Cox are detailed below:
| Director | Cash Salary & Fees ($) inclusive of Superannuation |
Share based payments ($) | Share based payments ($) | Total ($) |
|---|---|---|---|---|
| Performance Rights |
Options | |||
| Mr Nicholas Rathjen |
334,500 | 290,062 | - | 624,562 |
| Mr Robin Cox | 267,600 | 63,407 | 5,137 | 336,114 |
- (e) the table below details the Equity Securities previously issued to Messrs Rathjen and Cox under the Employee Incentive Plan:
19
| Director | Equity Securities |
Number of Equity Securities |
Acquisition price | Acquisition date |
|---|---|---|---|---|
| Mr Nicholas Rathjen |
Performance Rights |
19,500,000 | Nil | 28 November 2023 |
| Mr Robin Cox | Performance Rights |
7,000,000 | Nil | 22 February 2023 |
-
(f) the exercise price of the Performance Rights is nil and the expiry date is four (4) years from the date of issue;
-
(g)
-
the terms and conditions of the Performance Rights are summarised in Schedule 2;
-
(h) the Performance Rights are being issued to incentivise the continued performance of Messrs Rathjen and Cox; and
-
(i) The Company’s valuation of the Performance Rights, based on the Black Scholes valuation model, is as follows:
Nicholas Rathjen
| Performance Rights |
Number of Performance Rights |
Value per Performance Right |
Total Value |
|---|---|---|---|
| Tranche 1 | 3,000,000 | $0.035 | $105,000 |
| Tranche 2 | 4,000,000 | $0.035 | $140,000 |
| Tranche 3 | 3,000,000 | $0.035 | $105,000 |
Robin Cox
| Performance Rights |
Number of Performance Rights |
Value per Performance Right |
Total Value |
|---|---|---|---|
| Tranche 1 | 2,000,000 | $0.035 | $70,000 |
| Tranche 2 | 3,000,000 | $0.035 | $105,000 |
| Tranche 3 | 2,000,000 | $0.035 | $70,000 |
The valuation imputes a total value of $595,000 to the Performance Rights. The value may increase or decrease after the date of valuation as it will depend on the future price of a Share.
For the purposes of valuing the Performance Rights, the following assumptions were used:
-
(i) the 'per security' value of the Performance Rights of $0.035 used for the purposes of this valuation is based on the Share price on the valuation date of 3 October 2025; and
-
(ii) the valuation of the number of Performance Rights expected to vest was based on a range of probabilities, and the probability for meeting the vesting conditions was assumed to be 100%;
20
-
(j) the Performance Rights are intended to be granted within one (1) month after the date of the Meeting, and by no later than three (3) years following the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
-
(k) the Performance Rights will be issued for nil cash consideration. No loans will be provided to Messrs Rathjen or Cox in relation to the acquisition of the Performance Rights (and the acquisition of Shares on conversion of the Performance Rights) under the Employee Incentive Plan;
-
(l) the material terms of the Employee Incentive Plan are summarised in Schedule 4:
-
(m) the Company notes that:
-
(i) details of any Equity Securities issued under the Employee Incentive Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
-
(ii) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Equity Securities under the Employee Incentive Plan after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule; and
-
(n) voting exclusion statements for Resolutions 4 and 5 are included in the Notice.
7.7 Board Recommendation
The Board (excluding Mr Nicholas Rathjen) recommends that Shareholders vote in favour of Resolution 4.
The Board (excluding Mr Robin Cox) recommends that Shareholders vote in favour of Resolution 5.
8 RESOLUTIONS 6 TO 9 (INCLUSIVE) – APPROVAL TO ISSUE OPTIONS TO THE DIRECTORS
8.1 General
The Company is proposing to issue an aggregate of 42,000,000 Options to Messrs Rathjen, Cox, Power and Waugh (together, the Directors ) pursuant to Resolutions 6 to 9 (inclusive), as follows:
| Director | Tranche | Number of Options |
Exercise Price | Expiry Date |
|---|---|---|---|---|
| Mr Nicholas Rathjen | 1 | 5,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.06. |
3 years from the date of issue |
| 2 | 5,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including |
21
| Director | Tranche | Number of Options |
Exercise Price | Expiry Date |
|---|---|---|---|---|
| the date of the Meeting; and • $0.10. |
||||
| Mr Robin Cox | 1 | 3,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.06. |
3 years from the date of issue |
| 2 | 3,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.10. |
||
| Mr Neville Power | 1 | 10,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.06. |
3 years from the date of issue |
| 2 | 10,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.10. |
||
| Mr Robert Waugh | 1 | 3,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including |
3 years from the date of issue |
22
| Director | Tranche | Number of Options |
Exercise Price | Expiry Date |
|---|---|---|---|---|
| the date of the Meeting; and • $0.06. |
||||
| 2 | 3,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.10. |
Resolutions 6 to 9 (inclusive) seek Shareholder approval pursuant to and in accordance with Listing Rule 10.11 and for all other purposes for the issue of Options to the Directors (and/or their respective nominee(s)).
The Options contemplated by Resolutions 6 to 9 (inclusive) are proposed to be issued to the Directors (and/or their respective nominee(s)) to align the long-term goals of the Directors with that of Shareholders and to establish an incentive for Directors to provide ongoing dedicated services to the Company. The Options are intended to provide incentive to the Directors (and/or their respective nominee(s)) that is linked to the performance of the Company. The benefit would only be received from the Options upon the Share price exceeding the exercise price of the Options and thereby warranting their exercise.
The Directors consider that the issue of Options is a cost effective and efficient reward and incentive for the Directors, as opposed to alternative forms of incentive such as payment of cash compensation. In addition, the Directors consider it prudent to incentivise the Directors by way of Options so as to preserve the cash reserves of the Company.
The terms and conditions of the Options to be issued to the Directors (and/or their respective nominee(s)) are summarised in Schedule 3.
Resolutions 6 to 9 (inclusive) are ordinary resolutions.
The Chairperson intends to exercise all available proxies in favour of 6 to 9 (inclusive).
8.2 Chapter 2E of the Corporations Act
Refer to Section 7.4 for a summary of Chapter 2E of the Corporations Act.
The issue of Options to each of Messrs Rathjen, Cox, Power and Waugh (and/or their respective nominee(s)) constitutes giving a financial benefit and Messrs Rathjen, Cox, Power and Waugh are related parties of the Company by virtue of being Directors.
The Board is unable to form a quorum to consider whether one of the exceptions detailed in sections 210 to 216 of the Corporations Act applies to the grant of Options to Messrs Rathjen, Cox, Power and Waugh due to the Directors having an interest in the outcome of 6 to 9 (inclusive). Accordingly, the Board has determined to seek Shareholder approval pursuant to section 208 of the Corporations Act.
8.3 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:
- (a) a related party;
23
-
(b) a person who is, or was at any time in the six months before the issue or agreement to issue, a substantial (30%+) holder in the company;
-
(c) a person who is, or was at any time in the six months before the issue or agreement to issue, 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;
-
(d) an associate of a person referred to in (a) to (c); or
-
(e) a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,
unless it obtains shareholder approval.
The issue of Options to Messrs Rathjen, Cox, Power and Waugh falls within Listing Rule 10.11.1 and therefore, requires the approval of Shareholders under Listing Rule 10.11.
If Resolution 6 is passed, the Company will be able to proceed with the issue of 10,000,000 Options to Mr Rathjen (and/or his nominee(s)), and pursuant to Listing Rule 7.2 exception 14, the Company may issue the Options without using the Company's 15% Placement Capacity under Listing Rule 7.1.
If Resolution 7 is passed, the Company will be able to proceed with the issue of 6,000,000 Options to Mr Cox (and/or his nominee(s)), and pursuant to Listing Rule 7.2 exception 14, the Company may issue the Options without using the Company's 15% Placement Capacity under Listing Rule 7.1.
If Resolution 8 is passed, the Company will be able to proceed with the issue of 20,000,000 Options to Mr Power (and/or his nominee(s)), and pursuant to Listing Rule 7.2 exception 14, the Company may issue the Options without using the Company's 15% Placement Capacity under Listing Rule 7.1.
If Resolution 9 is passed, the Company will be able to proceed with the issue of 6,000,000 Options to Mr Waugh (and/or his nominee(s)), and pursuant to Listing Rule 7.2 exception 14, the Company may issue the Options without using the Company's 15% Placement Capacity under Listing Rule 7.1.
If Resolution 6 is not passed, the Company will not be able to proceed with the issue of 10,000,000 Options to Mr Rathjen (and/or his nominee(s)), and the Company will consider alternative arrangements to incentivise Mr Rathjen in respect to his role as Managing Director.
If Resolution 7 is not passed, the Company will not be able to proceed with the issue of 6,000,000 Options to Mr Cox (and/or his nominee(s)), and the Company will consider alternative arrangements to incentivise Mr Cox' in respect to his role as Technical Director.
If Resolution 8 is not passed, the Company will not be able to proceed with the issue of 20,000,000 Options to Mr Power (and/or his nominee(s)), and the Company will consider alternative arrangements to incentive Mr Power in respect to his role as Non-Executive Chairman.
If Resolution 9 is not passed, the Company will not be able to proceed with the issue of 6,000,000 Options to Mr Waugh (and/or his nominee(s)), and the Company will consider alternative arrangements to incentivise Mr Waugh in respect to his role as Non-Executive Director.
8.4 Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act
The following information in relation to Resolutions 6,7,8 and 9 is provided to Shareholders for the purposes of Listing Rule 10.13 and section 219 of the Corporations Act:
-
(a) The Options will be issued to:
-
(i) Mr Nicholas Rathjen (Managing Director) (and/or his nominee(s)) pursuant to Resolution 6;
-
(ii) Mr Robin Cox (Technical Director) (and/or his nominee(s)) pursuant to Resolution 7;
-
(iii) Mr Neville Power (Non-Executive Chairman) (and/or his nominee(s)) pursuant to Resolution 8; and
24
(iv) Mr Robert Waugh (Non-Executive Director) (and/or his nominee(s)) pursuant to Resolution 9.
-
(b) Messrs Rathjen, Cox, Power and Waugh fall within Listing Rule 10.11.1 as they are related parties of the Company by virtue of being Directors.
-
(c) The maximum number of Options proposed to be issued to:
-
(i) Mr Nicholas Rathjen (and/or his nominee(s)), is 10,000,000 Options, as follows:
-
(A) 5,000,000 Options will be issued as tranche 1 Options; and
-
(B) 5,000,000 Options will be issued as tranche 2 Options;
-
-
(ii) Mr Robin Cox (and/or his nominee(s)), is 6,000,000 Options, as follows:
-
(A) 3,000,000 Options will be issued as tranche 1 Options; and
-
(B) 3,000,000 Options will be issued as tranche 2 Options;
-
-
(iii) Mr Neville Power (and/or his nominee(s)), is 20,000,000 Options, as follows:
-
(A) 10,000,000 Options will be issued as tranche 1 Options; and
-
(B) 10,000,000 Options will be issued as tranche 2 Options; and
-
-
(iv) Mr Robert Waugh (and/or his nominee(s)), is 6,000,000 Options, as follows:
-
(A) 3,000,000 Options will be issued as tranche 1 Options; and
-
(B) 3,000,000 Options will be issued as tranche 2 Options.
-
(d) The Shares to be issued on exercise of the Options will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the existing Shares on issue.
- (e) The exercise price of the Options and the expiry date are detailed below:
| Tranche | Exercise Price | Exercise Price | Expiry Date |
|---|---|---|---|
| 1 | The higher of: | 3 years from the date of issue | |
| • | 50% premium to the five (5) | ||
| Trading Day VWAP of Shares up | |||
| to and including the date of the | |||
| Meeting; and | |||
| • | $0.06. | ||
| 2 | The higher of: | 3 years from the date of issue | |
| • | 150% premium to the five (5) | ||
| Trading Day VWAP of Shares up | |||
| to and including the date of the | |||
| Meeting; and | |||
| • | $0.10. |
-
(f) The Options will be issued no later than one (1) 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).
-
(g) The Board has determined the exercise price of the Options with regard to the market value of the Shares, and considers the price to be a suitable premium to meet the objectives of the proposed grant of Options.
25
-
(h) The Options will be issued for nil consideration as they are being issued as a cost effective and efficient reward to appropriately incentivise the continued performance of Messrs Rathjen, Cox, Power and Waugh. Therefore, no funds will be raised from the issue of the Options.
-
(i) Based on a Black Scholes valuation model, the value of the Options and determined on the basis of the assumptions detailed below. The value of the Options is as follows:
| Tranche 1 | Tranche 2 | |
|---|---|---|
| Valuation Date | 3 October 2025 | 3 October 2025 |
| Market price of Shares |
$0.035 | $0.035 |
| Exercise price | $0.06 | $0.10 |
| Interest rate | 3.46% | 3.46% |
| Volatility | 100% | 100% |
| Expiry date | 3 years from issue date |
3 years from issue date |
| No. of Options | 21,000,000 | 21,000,000 |
| Indicative value | $0.018 | $0.015 |
Note: Based on the closing price of Shares on 3 October 2025 of $0.036, the exercise price for the Tranche 1 Options will be $0.06 and Tranche 2 Options will be $0.10.
-
(j) The terms and conditions of the Options are detailed in Schedule 3.
-
(k) The current remuneration package of Messrs Rathjen, Cox, Power and Waugh is as follows:
| Director | Cash Salary & Fees ($) |
Share based payments ($) | Share based payments ($) | Total ($) | |
|---|---|---|---|---|---|
| Statutory Superannuation |
Performance Rights |
Options | |||
| Mr Nicholas Rathjen |
300,000 | 34,500 | 290,062 | - |
624,562 |
| Mr Robin Cox | 240,000 | 27,600 | 63,407 | 5,137 |
336,144 |
| Mr Neville Power | 60,000 | 6,900 | 120,076 | - |
186,976 |
| Mr Robert Waugh | 40,667 | 4,677 | 28,344 | 23,712 | 97,399 |
- (l) As at the date of this Notice, Messrs Rathjen, Cox, Power and Waugh hold the following interests in the Company's securities:
| Director | Shares | Options | Performance Rights |
|---|---|---|---|
| Mr Nicholas Rathjen1 |
12,555,000 | - | 12,000,000 |
| Mr Robin Cox2 | 6,606,839 | 250,000 | 3,000,000 |
| Mr Neville Power3 | 16,129,578 | 15,000,000 | 7,000,000 |
| Mr Robert Waugh4 | 3,833,001 | 4,000,000 | - |
Note :
-
Held indirectly via Aquitaine Private Equity Pty Ltd (as trustee for Pot De Miel Family A/C). Mr Rathjen is a beneficiary of the trust.
-
Held directly and indirectly as follows:
26
- a. 600,000 Shares are held directly;
- b. by Bronte Jess Cox (spouse of Mr Robin Cox):
- i. 2,250,000 Shares;
- ii. 5,000,000 Performance Rights;
- iii. 250,000 unlisted Options with an exercise price of $0.5 each and expiry date of 10 August 2026; and
- c. 3,756,839 Shares via Zephyr Professional Pty Ltd (an entity of which Mr Cox is a director and shareholder).
-
Held indirectly as follows:
-
a. 10,685,134 Shares held via Power Invest Pty Ltd (as trustee for Power Family Super A/C). Mr Power is a beneficiary of the trust;
-
b. via Myube Investments Pty Ltd as trustee for Myube Trust in which Mr Power has beneficial interest: i. 7,000,000 Performance Rights;
-
ii. 5,000,000 unlisted Options with exercise price of $0.10 each and expiry date of 24 May 2029; iii. 5,000,000 unlisted Options with an exercise price of $0.14 each and expiry date of 24 May 2029; and
-
iv. 5,000,000 unlisted Options with an exercise price of $0.18 each and expiry date of 24 May 2029.
-
-
-
Held indirectly by Mr Robe7rt Scott and Mrs Sara Ruth Waugh (as trustees for Waugh Family A/C, in which Mr Waugh has a beneficial interest in):
-
a. 3,833,001 Shares;
-
b. 2,000,000 unlisted Options with an exercise price of $0.10 each and expiry date of 13 December 2028; and
-
c. 2,000,000 unlisted Options with an exercise price of $0.14 each and expiry date of 13 December 2028.
-
-
(m) The Options to be issued to Messrs Rathjen, Cox, Power and Waugh (and/or their respective nominee(s)), assuming that all Options are exercised, will result in a dilution of all other Shareholders' holdings in the Company of 5.61% based on the issued Shares as at 3 October 2025 and 5.02% on a fully diluted basis.
-
(n) The historical quoted price information for Shares for the twelve months preceding 3 October 2025 is as follows:
| Shares | Price | Date |
|---|---|---|
| Highest | $0.041 | 8 September 2025 |
| Lowest | $0.016 | 24 June 2025 |
| Last | $0.035 | 3 October 2025 |
-
(o) Mr Rathjen has an in interest in Resolution 6 and, therefore, believes it inappropriate to make a recommendation.
-
(p) Mr Cox has an interest in Resolution 7 and, therefore, believes it inappropriate to make a recommendation.
-
(q) Mr Power has an interest in Resolution 8 and, therefore, believes it inappropriate to make a recommendation.
-
(r) Mr Waugh has an interest in Resolution 9 and, therefore, believes it inappropriate to make a recommendation.
-
(s) Other than the information above and otherwise detailed in the Notice, the Company believes that there is no other information that would reasonably be required by Shareholders to pass Resolutions 6 to 9 (inclusive).
-
(t) Voting exclusions statements are included in the Notice for Resolutions 6 to 9 (inclusive).
8.5 Board recommendation
The Board (excluding Mr Nicholas Rathjen) recommends that Shareholders vote in favour of Resolution 6 on the basis that they consider that the issue and grant of the Options to Mr Rathjen is an effective and cost efficient way to appropriately incentivise Mr Rathjen in respect to his role as the Managing Director.
The Board (excluding Mr Robin Cox) recommends that Shareholders vote in favour of Resolution 7 on the basis that they consider that the issue and grant of the Options to Mr Cox is an effective and cost efficient way to appropriately incentivise Mr Cox in respect to his role as the Technical Director.
27
The Board (excluding Mr Neville Power) recommends that Shareholders vote in favour of Resolution 8 on the basis that they consider that the issue and grant of the Options to Mr Power is an effective and cost efficient way to appropriately incentivise Mr Power in respect to his role as the NonExecutive Chairman.
The Board (excluding Mr Robert Waugh) recommends that Shareholders vote in favour of Resolution 9 on the basis that they consider that the issue and grant of the Options to Mr Waugh is an effective and cost efficient way to appropriately incentivise Mr Waugh in respect to his role as the NonExecutive Director.
9 RESOLUTION 10 – APPROVAL OF 10% PLACEMENT CAPACITY
9.1 General
Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital without using that company's 15% placement capacity under Listing Rule 7.1 ( 10% Placement Capacity ).
An Eligible Entity is one that, as at the date of the relevant annual general meeting:
-
(a) is not included in the S&P/ASX 300 Index; and
-
(b) has a market capitalisation equal to or less than A$300,000,000.
As at the date of the Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately A$22.9 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 3 October 2025). If on the date of the Meeting, the Company's market capitalisation exceeds A$300,000,000 or the Company has been included in the S&P/ASX 300 Index, then Resolution 10 will no longer be effective and must be withdrawn.
The Company is seeking Shareholder approval to issue Equity Securities under the 10% Placement Capacity. The number of Equity Securities to be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 9.2(c)).
If Resolution 10 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12 month period after the Meeting, in addition to the Company’s 15% placement capacity under Listing Rule 7.1.
If Resolution 10 is not passed, the Company will not be able to access the 10% Placement Capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval under Listing Rule 7.1.
Resolution 10 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
The Chairperson intends to exercise all available proxies in favour of Resolution 10.
9.2 Listing Rule 7.1A
(a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement Capacity is subject to Shareholder approval by way of a special resolution at an annual general meeting.
(b) Equity Securities
Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.
28
The Company, as at the date of the Notice, has on issue one quoted classes of Equity Securities, being Shares.
(c) Formula for calculating 10% Placement Capacity
Listing Rule 7.1A.2 provides that Eligible Entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:
(A x D) – E
-
A is the number of Shares on issue at the commencement of the relevant period:
-
(A) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
-
(B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
-
(I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
-
(II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
-
-
(C) plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
-
(I) the agreement was entered into before the commencement of the relevant period; or
-
(II) the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;
-
-
(D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;
-
(E) plus the number of partly paid ordinary shares that became fully paid in the relevant period;
-
(F) less the number of Shares cancelled in the relevant period.
Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% Placement Capacity.
D is 10%
- E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A
The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.
-
(i) As at 3 October 2025, the Company has on issue 674,661,028 Shares on issue and therefore has a capacity to issue: 101,199,154 Equity Securities under Listing Rule 7.1; and
-
(ii) subject to Shareholder approval being sought under Resolution 9, 67,466,102 Equity Securities under Listing Rule 7.1A.
29
The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 9.2(c)).
(e)
Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
-
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
-
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 9.2(e)(i) above, the date on which Equity Securities are issued.
(f) 10% Placement Period
Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:
-
(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
-
(ii) the time and date of the entity’s next annual general meeting; or
-
(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
(the 10% Placement Period ).
9.3 Effect of Resolution
The effect of Resolution 10 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.
9.4
Specific information required by Listing Rule 7.3A
In accordance with Listing Rule 7.3A, information is provided as follows:
-
(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
-
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
-
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
-
(b) If Resolution 10 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:
-
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
-
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
30
-
(c) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at 3 October 2025.
-
(d)
-
The table also shows:
-
(i) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
-
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.
| Variable 'A' in Listing Rule 7.1A.2 |
Dilution | |||
|---|---|---|---|---|
| $0.018 50% decrease in Issue Price |
$0.035 Issue Price |
$0.070 100% increase in Issue Price |
||
| Current Variable A 674,661,028 Shares |
10% Voting Dilution |
67,466,102 | 67,466,102 | 67,466,102 |
| Funds raised |
$1,180,657 | $2,361,314 | $4,722,627 | |
| 50% increase in current Variable A 1,011,991,542 Shares |
10% Voting Dilution |
101,199,154 | 101,199,154 | 101,199,154 |
| Funds raised |
$1,770,985 | $3,541,970 | $7,083,941 | |
| 100% increase in current Variable A 1,349,322,056 Shares |
10% Voting Dilution |
134,932,205 | 134,932,205 | 134,932,205 |
| Funds raised |
$2,361,314 | $4,722,627 | $9,445,254 |
The table has been prepared on the following assumptions:
-
(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.
-
(ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.
-
(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
-
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.
-
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
-
(vi) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares.
31
-
(vii) The issue price is $0.035, being the closing price of the Shares on ASX on 3 October 2025.
-
(e) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 10 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
-
(f) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards the acquisition of new assets or investments (including expenses associated with such an acquisition), continued exploration and feasibility study expenditure on the Company's current assets and/or general working capital.
-
(g) The Company will comply with the disclosure obligations under Listing Rules 3.10.3 and 7.1A(4) upon issue of any Equity Securities.
-
(h) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the subscribers of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
-
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
-
(ii) the effect of the issue of the Equity Securities on the control of the Company;
-
(iii) the financial situation and solvency of the Company; and
-
(iv) advice from corporate, financial and broking advisers (if applicable).
-
(i) The subscribers under the 10% Placement Capacity have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.
-
(j) In the 12 months preceding the date of the Meeting, the Company has not issued any Equity Securities under Listing Rule 7.1A.2.
-
(k) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2024 annual general meeting.
-
(l) A voting exclusion statement is included in the Notice for Resolution 10.
-
(m) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.
9.5 Board Recommendation
The Board recommends that Shareholders vote in favour of Resolution 10.
10 RESOLUTION 11 – CHANGE OF COMPANY NAME
10.1 General
Section 157 of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name. Section 136(2) of the Corporations Act provides that a company may modify its constitution, or a provision of its constitution, by special resolution.
Resolution 11 seeks Shareholder approval to change the Company's name to "Ore Resources Limited" and to make minor modifications to the Constitution by replacing all references from "Future Battery Minerals Limited" to "Ore Resources Limited".
32
Resolution 11 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a company, by corporate representative).
The change of name will take effect on the date that ASIC alters the details of the Company's registration.
The Company will announce on the ASX's announcements platform when the change of name takes effect. The Company's amended Constitution will also be attached to the announcement and otherwise made available on the Company's website at: https://futurebatteryminerals.com.au/.
The Company also proposes to change its ASX code from "FBM" to "OR3" to reflect this change. The Company has reserved the ASX code "OR3" with ASX.
The Chairperson intends to exercise all available proxies in favour of Resolution 11.
10.2 Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 11.
11 RESOLUTION 12 – SECTION 195 APPROVAL
In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a 'material personal interest' are being considered.
Messrs Rathjen, Cox, Power and Waugh have material personal interest in the outcome of Resolutions 6, 7, 8 and 9 (inclusive).
In the absence of this Resolution 12, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 6, 7, 8 and 9 (inclusive).
The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.
Resolution 12 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 12.
33
Schedule 1
Definitions
In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.
$ means Australian Dollars.
2025 Financial Year means the financial year ending 30 June 2025.
10% Placement Capacity has the meaning given in Section 9.1.
10% Placement Period has the meaning given in Section 9.2(f).
15% Placement Capacity has the meaning given in Section 6.2.
Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial period ended 30 June 2025.
Applicant has the meaning given in Section 6.1.
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.
Auditor's Report means the auditor's report on the Financial Report.
Board means the board of Directors.
Burbank East Agreement has the meaning given in Section 6.1.
Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.
Closely Related Party has the meaning given in section 9 of the Corporations Act.
Company means Future Battery Minerals Limited ACN 148 966 545.
Complete Prospecting Shareholder means Mr Benjamin Thomas Jones and Mr Matthew James Stratfold, being the shareholders of Complete Prospecting Pty Ltd.
Consideration Shares has the meaning given in Section 6.1.
Constitution means the constitution of the Company as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Eligible Entity has the same meaning as in the Listing Rules.
Employee Incentive Plan means the Company's employee incentive plan adopted by Shareholders at the Company's general meeting held on 3 February 2023.
Equity Securities has the meaning given in the Listing Rules.
Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.
Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.
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
34
planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the listing rules of ASX.
Managing Director means the managing director of the Company.
Meeting has the meaning in the introductory paragraph of the Notice.
Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.
Option means an option which entitles the holder to subscribe for a Share.
Performance Period means the period in which the Vesting Conditions must be satisfied in respect of an Employee Incentive.
Performance Rights means a right to acquire a Share.
Proxy Form means the proxy form attached to the Notice.
Remuneration Report means the remuneration report of the Company contained in the Directors' Report. Resolution means a resolution detailed in the Notice.
Schedule means a schedule to this Explanatory Memorandum.
Section means a section of this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of one or more Shares in the Company.
Strike has the meaning given in Section 4.
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.
VWAP means the volume weighted average price.
WST means Australian Western Standard Time.
35
Schedule 2
Terms and Conditions of Performance Rights
1 Entitlement
Each Performance Right confers that vests entitles the holder ( Holder ) to redeem the Performance Right during the redemption period (without having to pay any cash consideration) for one Share.
2 Performance Rights
The Performance Rights are subject to the Vesting Conditions detailed below.
Nicholas Rathjen
| Tranche | Number of Performance Rights |
Vesting Condition | Performance Period |
Expiry Date |
|---|---|---|---|---|
| 1 | 3,000,000 | The Company either: (i)delineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au at a minimum grade of 1.0g/t Au on any of its current or future projects; or (ii)announcing the completion of an acquisition of a mineral exploration project and/or a company from a third party (New Project) and the Company announcing post- acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
3 years from the date of issue |
5 years from the issue date. |
| 2 | 4,000,000 | The Company either: (i)delineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 500,000oz Au at a minimum grade of 1.0g/t Au at any of its current or future projects; or (ii)announcing the completion of an acquisition of a New Project and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
4 years from the date of issue |
5 years from the issue date. |
| 3 | 3,000,000 | The Company either: (i)delineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 1,000,000oz Au at a minimum grade of 1.0g/t Au at any of its current or future projects; or (ii)announcing the completion of an acquisition of a New Project and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 500,000oz Au from the acquisitionoftheNew Project. |
5 years from the date of issue |
5 years from the issue date. |
36
Robin Cox
| Tranche | Number of Performance Rights |
Vesting Condition | Performance Period |
Expiry Date |
|---|---|---|---|---|
| 1 | 2,000,000 | The Company either: (i)delineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au at a minimum grade of 1.0g/t Au on any of its current or future projects; or (ii)announcing the completion of an acquisition of a mineral exploration project and/or a company from a third party (New Project) and the Company announcing post-acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
3 years from the date of issue |
5 years from the issue date. |
| 2 | 3,000,000 | The Company either: (i)delineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 500,000oz Au at a minimum grade of 1.0g/t Au at any of its current or future projects; or (ii)announcing the completion of an acquisition of a New Project and the Company announcing post- acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 250,000oz Au from the acquisition of the New Project. |
4 years from the date of issue |
5 years from the issue date. |
| 3 | 2,000,000 | The Company either: (i)delineating and announcing a combined Group Mineral Resource (JORC Code compliant) in excess of 1,000,000oz Au at a minimum grade of 1.0g/t Au at any of its current or future projects; or (ii)announcing the completion of an acquisition of a New Project and the Company announcing post- acquisition the growth of the combined Group Mineral Resource (JORC Code compliant) in excess of 500,000oz Au from the acquisition of the New Project. |
5 years from the date of issue |
5 years from the issue date. |
3 Redemption Period
Performance Rights that vest upon satisfaction of the relevant Vesting Conditions may be redeemed for a Share at any time commencing on the date the Vesting Condition is satisfied and ending on the Expiry Date ( Redemption Period ), in accordance with clause 4 below.
A vested Performance Right not redeemed by its Holder by the end of the Redemption Period will be automatically cancelled for nil consideration.
4 Notice of Redemption of vested Performance Rights
A Holder of a vested Performance Right who continues to be a Director (or who is the nominee of a continuing Director) has the right to redeem vested Performance Rights for a number of Shares as are equal to the number of such vested Performance Rights on written notice given to the Company prior to the end of the Redemption Period. Those Performance Rights will automatically be cancelled upon their redemption.
5 Timing of the Issue of Shares and Quotation
Within five (5) business days after the later of the following:
- (a) receipt by the Company of a notice of redemption of vested Performance Rights given in accordance with clause 4; and
37
- (b) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information (if there is no such information the relevant date will be five (5) business days after the date of receipt of a notice of redemption as set out in clause (a) immediately above),
the Company will:
-
(c) allot and issue the Shares pursuant to the vesting of the Performance Rights;
-
(d) as soon as reasonably practicable and 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
-
(e) apply for official quotation on ASX of Shares issued pursuant to the redemption of the Performance Rights.
6 Shares Issued
Shares issued on the satisfaction of the Vesting Condition attaching to the Performance Rights rank equally with all existing Shares.
- 7 Quotation of the Shares Issued on Exercise
If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the vesting of the Performance Rights.
- 8 Reorganisation
If there is any reorganisation of the issued share capital of the Company, the terms of Performance Rights and the rights of the Holder who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.
9 Holder Rights
A Holder of the Performance Rights is not entitled to:
-
(a) notice of, or to vote or attend at, a meeting of the Shareholders;
-
(b) receive any dividends declared by the Company;
-
(c) any right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise;
-
(d) participate in any new issues of securities offered to Shareholders during the term of the Performance Rights; or
-
(e) cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on winding up,
unless and until the Performance Rights are satisfied and the Holder holds Shares.
10 Pro Rata Issue of Securities
If during the term of any Performance Right, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any Performance Rights, only in respect of Shares issued in respect of vested Performance Rights.
11 Adjustment for Bonus Issue
If, during the term of any Performance Right, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the Holder is then entitled, shall be increased
38
by that number of securities which the Holder would have been issued if the Performance Rights then held by the Holder were vested immediately prior to the record date for the bonus issue.
12 Change of Control
-
(a) For the purposes of these terms and conditions, a "Change of Control Event" occurs if:
-
(i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
-
(ii) a Takeover Bid:
-
(A) is announced;
-
(B) has become unconditional; and
-
(C) the person making the Takeover Bid has a relevant interest (as that term is defined in the Corporations Act) ( Relevant Interest ) in fifty percent (50%) or more of the issued Shares;
-
-
(iii) any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or
-
(iv) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
-
-
(b) Where a Change of Control Event has (i) occurred or (ii) been announced by the Company, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any performance milestone has been satisfied.
-
13 Quotation
The Company will not seek official quotation of any Performance Rights.
- 14
Performance Rights Not Property
A Holder's Performance Rights are personal contractual rights granted to the Holder only and do not constitute any form of property.
15
No Transfer of Performance Rights
Unless otherwise determined by the Board, Performance Rights cannot be transferred to or vest in any person other than the Holder.
16 Employee Incentive Plan
The Performance Rights will be issued under the Employee Incentive Plan.
39
Schedule 3
Terms and Conditions of Options
1 Entitlement
Each Option entitles the holder ( Holder ) to subscribe for one fully paid ordinary share in the capital of Future Battery Minerals Limited (ACN 148 966 545) ( Share ) ( Company ) upon exercise.
2 Exercise Price and Expiry Date
The exercise prices of the Options ( Exercise Price ) are as follows:
Nicholas Rathjen
| Tranche | Number of Options | Exercise Price | Expiry Date |
|---|---|---|---|
| 1 | 5,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.06. |
3 years from issue date |
| 2 | 5,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.10. |
3 years from issue date |
Robin Cox
| Tranche | Number of Options | Exercise Price | Expiry Date |
|---|---|---|---|
| 1 | 3,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.06. |
3 years from issue date |
| 2 | 3,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.10. |
3 years from issue date |
40
Neville Power
| Tranche | Number of Options | Exercise Price | Expiry Date |
|---|---|---|---|
| 1 | 10,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.06. |
3 years from issue date |
| 2 | 10,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.10. |
3 years from issue date |
Robert Waugh
| Tranche | Number of Options | Exercise Price | Expiry Date |
|---|---|---|---|
| 1 | 3,000,000 | The higher of: • 50% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.06. |
3 years from issue date |
| 2 | 3,000,000 | The higher of: • 150% premium to the five (5) Trading Day VWAP of Shares up to and including the date of the Meeting; and • $0.10. |
3 years from issue date |
- 3 Exercise Period
Each Option is exercisable at any time prior to the Expiry Date. After this time, any unexercised Options will automatically lapse.
4 Option Exercise Form
The Options may be exercised by notice in writing to the Company and payment of the applicable Exercise Price for each Option being exercised. Any exercise form for an Option ( Option Exercise Form ) received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
-
5 Cashless Exercise of Options
-
(a) Subject to item 5(b), the holder may elect to pay the Exercise Price for each Option by setting off the total Exercise Price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.
41
- (b) If the holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as is equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise calculated in accordance with the following formula:
S = O x (MSP - EP)
MSP
Where:
S = Number of Shares to be issued on exercise of the Options
O = Number the Options being exercised
MSP = Market value of the Shares calculated using the volume weighted average of the Shares on ASX for the five trading days immediately prior to (and excluding) the date of the Option Exercise Form
EP = Exercise Price
- (c) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with item 5(b)) is zero or negative, then the holder will not be entitled to use the Cashless Exercise Facility.
6 Minimum Exercise
Options must be exercised in multiples of one thousand (1,000) unless fewer than one thousand (1,000) Options are held by a Holder.
- 7 Shares Issued on Exercise
Shares issued on exercise of the Options rank equally with the existing Shares on issue and will be free of all encumbrances, liens and third party interests.
- 8 Quotation of the Shares
If admitted to the official list of ASX at the time, the Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.
9 Timing of the Issue of Shares and Quotation
Within five (5) business days after the later of the following:
-
(a) receipt of an Option Exercise Form and payment of the applicable Exercise Price for each Option being exercised in accordance with clause 4; and
-
(b) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of an Option Exercise Form as detailed in clause 4 above),
the Company will:
-
(c) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Option Exercise Form and for which cleared funds have been received by the Company;
-
(d) as soon as reasonably practicable and 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
42
- (e) 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, for any reason, an Option Exercise Form delivered under clause 4 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.
10 Participation in New Issues
A Holder who holds Options is not entitled to:
-
(a) notice of, or to vote or attend at, a meeting of the shareholders;
-
(b) receive any dividends declared by the Company; or
-
(c) participate in any new issues of securities offered to shareholders during the term of the Options,
unless and until the Options are exercised and the Holder holds Shares.
11 Adjustment for Bonus Issues of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):
-
(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder of an Option had exercised the Option before the record date for the bonus issue; and
-
(b) no change will be made to the Exercise Price.
12 Adjustment for Rights Issue
If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:
==> picture [111 x 26] intentionally omitted <==
where:
-
O' = the new Exercise Price of the Option.
-
O =
-
E =
-
the old Exercise Price of the Option.
-
the number of underlying Shares into which one Option is exercisable.
-
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 Trading Days ending on the day before the ex rights date or ex entitlements date.
-
S = the subscription price of a Share under the pro rata issue.
-
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
-
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.
13 Adjustments for Reorganisation
43
If there is any reconstruction of the issued share capital of the Company, the rights of the Holder may be varied to comply with the Listing Rules that apply to the reconstruction at the time of the reconstruction.
14 Quotation
The Company will not seek official quotation of any Options.
- 15 Transferability
The Options are not transferable.
16 Lodgement Requirements
Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on the exercise of the Options.
44
Schedule 4
Summary of Employee Incentive Plan
The terms of the Employee Incentive Plan ( Plan ) are summarised below. A copy of the Plan can be obtained by contacting the Company.
Definitions
-
1 For the purposes of the Plan:
-
1.1 Eligible Participant means:
-
(a) Directors and Employees who are determined by the Board in its sole and absolute discretion to be eligible to receive grants of Employee Incentives; or
-
(b) any other person who is determined by the Board in its sole and absolute discretion to be eligible to receive grants of Employee Incentives.
-
1.2 Employee means an employee or service provider of the Company or any of its subsidiaries.
-
1.3 Employee Incentive means any:
-
(a) Share, Option or Performance Right granted, issued or transferred; or
-
(b) Share(s) issued pursuant to the exercise of an Option or conversion of a Performance Right, under the Plan.
-
1.4 Participant means:
-
(a) an Eligible Participant who has been granted Employee Incentives under the Plan; or
-
(b) where an Eligible Participant has made a nomination:
-
(i) the Eligible Participant; or
-
(ii) the nominee of the Eligible Participant who has been granted Employee Incentives under the Plan,
-
as the context requires.
-
1.5 Good Leaver means a Participant who ceases to be an Eligible Participant in any of the following circumstances:
-
(a) the Participant and Board have agreed in writing that the Participant has entered into bona fide retirement;
-
(b) the Participant and the Board have agreed in writing that the Participant’s role has been made redundant;
-
(c) the Participant is resigning after at least 3 years of service to the Company;
-
(d) the Participant's role has been terminated without cause;
-
(e) the Board has determined (in its sole and absolute discretion) that:
-
(i) Special Circumstances apply to the Participant; or
-
(ii) the Participant is no longer able to perform their duties under their engagement or employment arrangements with the Company due to poor health, injury or disability;
-
-
(f) the Participant’s death; or
45
-
(g) any other circumstance determined by the Board in writing.
-
1.6 Bad Leaver means a Participant who ceases to be an Eligible Participant and does not meet the Good Leaver criteria.
-
1.7 Special Circumstance means the total and permanent disablement of the Participant such that the Participant is unlikely ever to engage in any occupation for which the Participant is reasonably qualified by education, training or experience.
-
1.8 Vesting Conditions means any condition(s) (as specified in the Offer and determined by the Board in its sole and absolute discretion) which must be satisfied or waived prior to the Employee Incentives vesting in a Participant.
Participation
-
2 The Board may from time to time in its sole and absolute discretion determine that an Eligible Participant may participate in the Plan.
-
3 Following determination that an Eligible Participant may participate in the Plan, the Board may at any time, and from time to time, make an Offer to the Eligible Participant.
Offer
-
4 The manner, form, content, timing and frequency of Offers will be as determined by the Board in its sole and absolute discretion.
-
5 An Offer must be set out in an Offer Letter delivered to the Eligible Participant. The Offer Letter may specify (as determined by the Board):
-
(a) the number of Shares, Options or Performance Rights;
-
(b) the Grant Date;
-
(c) the fee payable by the Eligible Participant on the grant of Shares, Options or Performance Rights (if any);
-
(d) the Vesting Conditions (if any);
-
(e) the Exercise Price (if any);
-
(f) the Exercise Period (if applicable);
-
(g) the Performance Period (if applicable); and
-
(h) the Expiry Date and Term (if applicable).
-
6 An Offer must be accompanied by an Application, the terms and conditions of the relevant Employee Incentives and a copy of this Plan.
Nominee
-
7 Unless expressly permitted in the Offer or by the Board, an Eligible Participant may only submit an Application in the Eligible Participant's name and not on behalf of any other person.
-
8 If an Eligible Participant is permitted in the Offer or by the Board, the Eligible Participant may nominate a Related Party ( Nominee ) to be issued the Employee Incentives the subject of the Offer.
-
9 The Board may in its discretion resolve not to allow a Nominee to be issued or transferred the Employee Incentives the subject of the Offer without giving any reason for that decision.
Employee Share Trust
- 10 The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Shares for Participants under the Plan and delivering Shares to Participants for an issue of Shares upon exercise of the Options or the vesting of a Performance Right or otherwise.
46
Employee Loan
- 11 The Board may, in its absolute discretion, offer to a Participant a limited recourse, interest free loan to be made by the Company to the Participant for an amount equal to the issue price for the Shares offered to the Participant pursuant to the relevant Offer.
Vesting Conditions
-
12 The Board may at its sole discretion determine the Vesting Conditions which will apply to any Employee Incentives. The Vesting Conditions will specify the criteria that the Eligible Participant is required to meet in the specified Performance Period (if any) in order to exercise Options or for Performance Rights to vest to become entitled to receive Shares under this Plan.
-
13 The Board may vary the Vesting Conditions and/or the Performance Period after the grant of those Employee Incentives, subject to:
-
(a) the Company complying with any applicable laws;
-
(b) the Vesting Conditions and/or the Performance Period as varied being no less favourable to the Participant than the terms upon which the Employee Incentives were originally granted; and
-
(c) the Board promptly notifying a Participant of any such variation.
-
14 The Board will determine in its sole discretion whether (and, where applicable, to what extent) the Participant has satisfied the Vesting Conditions applicable to the relevant Performance Period. As soon as practicable after making that determination the Board must inform the Participant of that determination by issuing the Participant a Vesting Notification.
-
15 Where Employee Incentives have not satisfied the Vesting Conditions within the Performance Period, those Employee Incentives will automatically lapse.
Cashless Exercise
- 16 The terms of any Options may provide that a Participant may elect to pay the exercise price for each Option by setting off the total exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the exercise price has been set off.
Lapsing of Employee Incentives
-
17 Subject to the Board's absolute discretion, any vested and unexercised and/or unconverted Employee Incentives and unvested Employee Incentives shall automatically lapse and be cancelled for no consideration on the earliest to occur of the following:
-
(a) where the Participant is a Bad Leaver;
-
(b) where a Participant has engaged in fraudulent or dishonest actions;
-
(c) if the applicable Vesting Conditions are not achieved by the end of the relevant Performance Period;
-
(d) if the Board determines in its reasonable opinion that the applicable Vesting Conditions have not been met or cannot be met prior to the Expiry Date or the end of the relevant Performance Period (as applicable);
-
(e) the Expiry Date;
-
(f) the receipt by the Company of notice from the Participant that the Participant has elected to surrender the Employee Incentives; or
-
(g) any other circumstances specified in any Offer Letter pursuant to which the Employee Incentives were issued.
47
Good Leaver
-
18 Subject to clause 19, where a Participant who holds Employee Incentives becomes a Good Leaver, the Board may at any time, in its sole and absolute discretion, do one or more of the following:
-
(a) permit unvested Employee Incentives held by the Good Leaver to vest;
-
(b) permit such unvested Employee Incentives held by the Good Leaver or his or her nominee(s) to continue to be held by the applicable holder, with the Board having the discretion to amend the Vesting Conditions or reduce the Exercise Period of such unvested Employee Incentives; or
-
(c) determine that the unvested Employee Incentives will lapse.
-
19 Where a person is a Good Leaver due to a Special Circumstance, the Nominated Beneficiary shall be entitled to benefit from any exercise of the above discretionary powers by the Board.
Bad Leaver
-
20 Where a Participant who holds Employee Incentives becomes a Bad Leaver unless the Board determines otherwise, in its sole and absolute discretion:
-
(a) all vested and unexercised and/or unconverted Employee Incentives; and
-
(b) all unvested Employee Incentives,
will lapse.
Fraudulent or Dishonest Actions
-
21 Where, in the reasonable opinion of the Board, a Participant or Former Participant (which for the avoidance of doubt may include a Good Leaver):
-
(a) acted fraudulently or dishonestly;
-
(b) willfully breached his or her duties to the Company or any member of the Group;
-
(c) had, by any act or omission, in the opinion of the Board (determined in its absolute discretion):
-
(i) brought the Company, the Group, its business or reputation into disrepute; or
-
(ii) is contrary to the interest of the Company or the Group;
-
-
(d) committed any material breach of the provisions of any employment contract entered into by the Participant with any member of the Group;
-
(e) committed any material breach of any of the policies of the Group or procedures or any applicable laws applicable to the Company or Group;
-
(f) is subject to allegations, had been accused of, charged with or convicted of fraudulent or dishonest conduct in the performance of the Participant's (or Former Participant's) duties, which in the reasonable opinion of the relevant directors of the Group effects the Participant's suitability for employment with that member of the Group, or brings the Participant or the relevant member of the Group into disrepute or is contrary to the interests of the Company or the Group;
-
(g) is subject to allegations, had been accused of, charged with or convicted of any criminal offence which involves fraud or dishonesty or any other criminal offence which Board determines (in its absolute discretion) is of a serious nature;
-
(h) had committed any wrongful or negligent act or omission which has caused any member of the Group substantial liability;
48
-
(i) had become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation;
-
(j) had committed serious or gross misconduct, willful disobedience or any other conduct justifying termination of employment without notice;
-
(k) had willfully or negligently failed to perform their duties under any employment contract entered into by the Participant with any member of the Group;
-
(l) had engaged in a transaction which involves a conflict of interest to their employment with the Company resulting in the Participant or Former Participant obtaining a personal benefit;
-
(m) accepted a position to work with a competitor of the Company or Group;
-
(n) acted in such a manner that could be seen as being inconsistent with the culture and values of the Company or the Group; or
-
(o) any other act that the Board determines in its absolute discretion to constitute fraudulent or dishonest by the Participant or Former Participant,
then the Board may (in its absolute discretion) deem that all, or part of, any:
-
(p) vested and unexercised and/or unconverted Employee Incentives; and/or
-
(q) unvested Employee Incentives,
held by the Participant or Former Participant will automatically be forfeited.
Discretion of the Board
-
22 The Board may decide to allow a Participant to:
-
(a) retain and exercise any or all of their Options, whether or not the Vesting Conditions have been satisfied during the Performance Period, and whether or not the Options would otherwise have lapsed, provided that no Options will be capable of exercise later than the relevant Expiry Date for those Options; and
-
(b) retain any Performance Rights regardless of:
-
(i) the expiry of the Performance Period to which those Performance Rights relate; or
-
(ii) any failure by the Participant to satisfy in part or in full the Vesting Conditions specified by the Board in respect of those Performance Rights;
-
in which case, the Board may:
-
(iii) determine that any or all of those retained Performance Rights shall vest and the corresponding Shares shall be provided to the Participant; or
-
(iv) determine a new Performance Period or Vesting Conditions (as applicable) for those retained Performance Rights and notify the Participant of the determination as soon as practicable.
Change of Control
-
23 The terms of any Performance Rights or Options may provide that where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur:
-
(a) all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Vesting Conditions have been satisfied;
49
-
(b) all Options will vest and a Participant may exercise any or all of their Options, regardless of whether the Vesting Conditions have been satisfied, provided that no Option will be capable of exercise later than the Expiry Date; and
-
(c) if the Board has procured an offer for all holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Options may elect to accept the offer and, if the Participant has not so elected at the end of that offer period, the Options, if not exercised within 10 days of the end of that offer period, shall expire.
-
24 For the purposes of these terms and conditions, a Change of Control Event occurs if:
-
(a) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
-
(b) a Takeover Bid:
-
(i) is announced;
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(ii) has become unconditional; and
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(iii) the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
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(c) any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares by any other means; or
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(d) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
Holding Lock
- 25 The Board may at any time request that the Company's share registry to impose a holding lock on any Employee Incentives issued pursuant to the Plan where the Board determines or reasonably believes (in its absolute discretion) that a Participant (or a Former Participant) has or may breach these Rules.
Contravention of Rules
- 26 The Board may at any time, in its sole and absolute discretion, take any action it deems reasonably necessary in relation to any Employee Incentives if it determines or reasonably believes a Participant has breached the Plan or the terms of issue of any Employee Incentives, including but not limited to, signing transfer forms in relation to Employee Incentives, signing all documents and doing all acts necessary to effect a buy-back placing, a holding lock on Employee Incentives, accounting for the proceeds of the sale of forfeited Employee Incentives, refusing to transfer any Employee Incentives and/or refusing to issue any Shares.
Amendments
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27 The Board may at any time amend the Rules or the terms and conditions upon which any Employee Incentives have been issued.
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28 No amendment to the Rules or to Employee Incentives may be made if the amendment, in the opinion of the Board, materially reduces the rights of any Participant in respect of Employee Incentives granted to them prior to the date of the amendment, other than:
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(a) an amendment introduced primarily:
50
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(iii) for the purposes of complying with or conforming to present or future applicable laws governing or regulating the Plan or like plans;
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(i) to correct any manifest error or mistake;
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(ii) to allow the implementation of a trust arrangement in relation to the holding of Shares granted under the Plan;
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(iii) for the purpose of complying with the applicable laws; and/or
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(iv) to take into consideration possible adverse taxation implications in respect of the Plan including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering such legislation; or
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(b) an amendment agreed to in writing by the Participant(s).
51
Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Future Battery Minerals Limited | ABN 91 148 966 545
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Your proxy voting instruction must be received by 10:00am (AWST) on Monday, 17 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Future Battery Minerals Limited, to be held at 10:00am (AWST) on Wednesday, 19 November 2025 at Level 29, Central Park Tower, 152-158 St Georges Terrace, Perth WA 6000 hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 4, 5, 6, 7, 8 and 9 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4, 5, 6, 7, 8 and 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
| STEP 2 - Your voting direction | STEP 2 - Your voting direction |
|---|---|
| Resolutions For Against Abstain |
Resolutions For Against Abstain |
| 1 ADOPTION OF THE REMUNERATION REPORT |
7 APPROVAL TO ISSUE OPTIONS TO MR ROBIN COX |
| 2 RE-ELECTION OF ROBERT WAUGH AS A DIRECTOR |
8 APPROVAL TO ISSUE OPTIONS TO MR NEVILLE POWER |
| 3 RATIFICATION OF CONSIDERATION SHARES |
9 APPROVAL TO ISSUE OPTIONS TO MR ROBERT WAUGH |
| 4 APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR NICHOLAS RATHJEN UNDER THE EMPLOYEE INCENTIVE PLAN |
10 APPROVAL OF 10% PLACEMENT CAPACITY |
| 5 APROVAL TO ISSUE PERFORMANCE RIGHTS TO MR ROBIN COX UNDER THE EMPLOYEE INCENTIVE PLAN |
11 CHANGE OF COMPANY NAME |
| 6 APPROVAL TO ISSUE OPTIONS TO MR NICHOLAS RATHJEN |
12 SECTION 195 APPROVAL |
| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. |
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
| / | / | ||||||||||||||||||||||||||||||||||||||||
| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |