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ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2026
Jan 15, 2026
65504_rns_2026-01-15_854e3a95-cf4c-4e37-aabe-d24d434ba777.pdf
Proxy Solicitation & Information Statement
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ORE RESOURCES LIMITED ACN 148 966 545 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 10:00 AM (WST) DATE : Monday, 23 February 2026 PLACE : Unit 10, 38-40 Colin Street, West Perth, WA 6005
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am (WST) on 21 February 2026.
B U S I N E S S OF TH E M E E T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF OPTION FEE SHARES TO WILDING
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 376,946 Shares to Wilding Resources Pty Ltd on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SHARES TO WILDING
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares to Wilding Resources Pty Ltd, which, when multiplied by the deemed issue price, will equal $100,000 on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 98,942,986 Shares on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 22,436,326 Shares on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL FOR NEVILLE POWER TO PARTICIPATE IN THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,896,552 Shares to Mr Neville Power (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL FOR ROBERT WAUGH TO PARTICIPATE IN THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 344,828 Shares to Mr Robert Waugh (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
7. RESOLUTION 7 – APPROVAL FOR NICK RATHJEN TO PARTICIPATE IN THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
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“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 344,828 Shares to Mr Nick Rathjen (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL FOR ROBIN COX TO PARTICIPATE IN THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 344,828 Shares to Mr Robin Cox (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO JOINT LEAD MANAGERS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,000,000 Options to the Joint Lead Managers in equal proportions on the terms and conditions set out in the Explanatory Statement.”
10. RESOLUTION 10 – RATIFICATION OF AGREEMENT TO ISSUE SHARES TO MIRAMAR RESOURCES LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue up to that number of Shares to Miramar Resources Ltd, which, when multiplied by the deemed issue price, will equal $125,000 on the terms and conditions set out in the Explanatory Statement.”
Dated: 8 January 2026
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 1 – Ratification of Option Fee Shares to Wilding |
Wilding Resources Pty Ltd or any other person who participated in the issue or an associate of that person or those persons. |
|---|---|
| Resolution 2 – Approval to issue Consideration Shares to Wilding |
Wilding Resources Pty Ltd or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolutions 3 and 4 – Ratification of Tranche 1 Placement Shares |
The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 5 – Approval for Neville Power to Participate in the Placement |
Mr Neville Power (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 6 – Approval for Robert Waugh to Participate in the Placement |
Mr Robert Waugh (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 7 – Approval for Nick Rathjen to Participate in the Placement |
Mr Nick Rathjen (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 8 – Approval for Robin Cox to Participate in the Placement |
Mr Robin Cox (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 9 – Approval to issue Options to Joint Lead Managers |
Canaccord Genuity (Australia) Limited and Alpine Capital Pty Ltd or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
| Resolution 10 – Ratification of Agreement to Issue Shares to Miramar Resources Ltd |
Miramar Resources Ltd or any other person who is a counterparty to the agreement being approved or an associate of that person or those persons. |
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Automic will need to verify your identity. You can register from 9.30 AM on the day of the Meeting.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6383 7817.
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E X PL A N A T O R Y S T A T E M E N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND TO THE OPTION AGREEMENT
1.1 General
On 2 December 2025, the Company announced that it had entered into an option agreement with Wilding Resources Pty Ltd ( Wilding ), whereby Wilding agreed to grant the Company an exclusive option (the Wilding Option ) to acquire a 100% interest in E25/660, which runs contiguous to the Southern tenements of the Company’s Randalls Gold Project ( Option Agreement ).
1.2 Key terms
Pursuant to the Option Agreement, the Company agreed to pay Wilding:
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(a) $25,000 worth of Shares at a deemed issue price equal to the 5-day volume weighted average price ( VWAP ) of Shares prior to execution of the Option Agreement, being a total of 376,964 Shares at $0.0663 per Share ( Option Fee Shares ); and
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(b) $100,000 worth of Shares at a deemed issue price equal to the 5-day VWAP of Shares prior to the date the Wilding Option is exercise, in consideration for the exercise of the Wilding Option ( Consideration Shares ),
in consideration for the acquisition.
Completion of the Option Agreement is subject to satisfaction of the following conditions precedent:
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(a) the Company validly exercising the Wilding Option;
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(b) Shareholders approving the issue of the Consideration Shares at this Meeting; and
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(c) the Company and Wilding obtaining any further Shareholder, regulatory or third-party consents or approvals to enable the parties to lawfully complete the transaction.
The Option Agreement is otherwise on terms considered standard for an agreement of its nature.
2. RESOLUTION 1 – RATIFICATION OF OPTION FEE SHARES TO WILDING
2.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 376,964 Shares to Wilding on 2 December 2025 in consideration for amounts owing under the Option Agreement, as summarised in 1.1 above.
2.2 Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
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2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
2.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
2.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
Wilding Resources Pty Ltd. |
| Number and class of Securities issued |
376,964 Shares were issued. |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities were issued. |
2 December 2025. |
| Price or other consideration the Company received for the Securities |
The Shares were issued at a nil issue price, in consideration for the acquisition of a 100% interest in E42/660 pursuant to the Option Agreement. The Shares were issued with a deemed issue price of $0.0663 per Share. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue was to satisfy the Company’s obligations under the Option Agreement. |
| Summary of material terms of agreement to issue |
The Shares were issued under the Option Agreement, a summary of the material terms of which is set out in 1.1 above. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
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3. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SHARES TO WILDING
3.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of that number of Shares to Wilding, which, when multiplied by the deemed issue price of the 5-day VWAP of Shares prior to the exercise of the Wilding Option will equal $100,000. The Shares are being issued pursuant to the Option Agreement summarised in 1.1 above.
3.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
3.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue. If the Company is unable to proceed with the issue, it will be required to renegotiate the terms of the Option Agreement with Wilding, or alternatively the Option Agreement could be terminated.
3.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
Wilding Resources Pty Ltd. |
| Number of Securities and class to be issued |
The maximum number of Shares to be issued under this Resolution is that number of Shares which, when multiplied by the deemed issue price (outlined below) equals $100,000. The table below provides an illustrative example of the number of Shares that would be issued assuming an issue price equal to the closing price on 31 December 2025 ($0.058), and also assuming an issue price at a 15% discount and a 15% premium to that closing price. Issue Price $0.049 $0.058 $0.067 # of Shares 2,040,816 1,724,137 1,492,537 |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities will be issued |
The Company will not issue any Shares later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for |
The issue price will be equal to the 5-day VWAP of Shares calculated at the date of the exercise of the Wilding Option. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| the Securities | |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is satisfy the Company’s obligation to issue the Consideration Shares under the Option Agreement. |
| Summary of material terms of agreement to issue |
The Shares are being issued under the Option Agreement, a summary of the material terms of which is set out in 1.1 above. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
4. BACKGROUND TO THE PLACEMENT
4.1 General
On 11 December 2025, the Company announced that it had received firm commitments from institutional and sophisticated investors who were clients of the Joint Lead Managers (defined below) (the Placement Participants ) and Directors of the Company, for an equity placement to raise approximately $7.5 million (before costs) via the issue of 129,310,348 Shares at an issue price of $0.058 per Share (the Placement ). The Placement will be conducted in two tranches, comprising:
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(a) the first tranche of 121,379,312 Shares, which the Company issued on 18 December 2025 utilising its Listing Rule 7.1 and 7.1A placement capacities ( Tranche 1 ), including:
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(i) 98,942,986 Shares issued under the Company’s Listing Rule 7.1 placement capacity, ratification of which is sought under Resolution 3; and
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(ii) 22,436,326 Shares issued under the Company’s Listing Rule 7.1A placement capacity, ratification of which is sought under Resolution 4;
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(b) the second tranche of 7,931,036 Shares, which the Company will issue, subject to receiving Shareholder approval pursuant to Listing Rule 10.11 at this Meeting ( Tranche 2 ), including:
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(i) 6,896,552 Shares to Mr Neville Power (or his nominee(s)), approval of which is subject to the passing of Resolution 5;
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(ii) 344,828 Shares to Mr Robert Waugh (or his nominee(s)), approval of which is subject to the passing of Resolution 6;
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(iii) 344,828 Shares to Mr Nick Rathjen (or his nominee(s)), approval of which is subject to the passing of Resolution 7; and
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(iv) 344,828 Shares to Mr Robin Cox (or his nominee(s)), approval of which is subject to the passing of Resolution 8.
The issue price of Shares under the Placement of $0.058 represents a 13.4% discount to the closing price of Shares on 8 December 2025 (being $0.067) and a 15.1% discount to the Company’s five-day VWAP of Shares (being $0.0683).
4.2 Lead Managers
Canaccord Genuity (Australia) Limited and Alpine Capital Pty Ltd (together, the Joint Lead Managers ) acted as lead managers and book runners to the Placement. Pursuant to a mandate dated 2 December 2025 ( Lead Manager Mandate ), the Company agreed to pay/issue the Joint Lead Managers:
- (a) a 2% management fee and 4% selling fee of the gross amount raised under Tranche 1 of the Placement (in equal proportions for the management fee and institutional component of the selling fee, and pro-rata to their respective contributions for the wealth desk component of the selling fee); and
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- (b) 2,000,000 Options in equal proportions, exercisable at $0.10 and expiring on the date that is three years from the date of issue, subject to receiving Shareholder approval under Resolution 9.
The Lead Manager Mandate was otherwise on terms considered standard for an agreement of its nature.
4.3 Use of Funds
The Company proposes to utilise the funds raised under the Placement towards:
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(a) the execution of expanded 2026 exploration work programmes at Coolgardie, including:
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(i) detailed geophysical work programmes and advanced target workup of the Miriam regional targets commencing in Q1 2026;
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(ii) approximately 30,000m of AC, RC and DD drilling at the Coolgardie Gold Project, targeting further extensions to fresh rock and oxide gold lodes at Forrest, along with initial drill testing of new regional targets;
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(iii) including Burbanks East (Coolgardie) with AC drilling to commence subject to successful grant of tenure;
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(b) advancement of due diligence activities at Randalls, including further detailed assessment of high potential gold targets;
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(c) ongoing business development initiatives; and
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(d) general working capital requirements.
5. RESOLUTIONS 3 AND 4 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES
5.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 121,379,312 Shares at an issue price of $0.058 per Share to raise approximately $7.04 million under Tranche 1 of the Placement.
98,942,986 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 3) and 22,436,326 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1A (being, the subject of Resolution 4).
5.2 Listing Rules 7.1 and 7.1A
A summary of Listing Rule 7.1 is set out in 2.2 above.
Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 19 November 2025.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.
5.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in 2.3 above.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
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5.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If these Resolutions are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
5.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
Professional and sophisticated investors who were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
121,379,312 Shares were issued on the following basis: (a) 5B98,942,986 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 3); and (b) 6B22,436,326 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 4). |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities were issued |
18 December 2025. |
| Price or other consideration the Company received for the Securities |
$0.058 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to 4.3 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue |
The Shares were issued under standard form placement letters between the Company and each Placement Participant. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
6. RESOLUTIONS 5 TO 8 – APPROVAL FOR DIRECTORS TO PARTICIPATE IN THE PLACEMENT
6.1 General
These Resolutions seek Shareholder approval for purposes of Listing Rule 10.11 for the issue of:
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(a) 6,896,552 Shares to Mr Neville Power (or his nominee(s)) under Resolution 5;
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(b) 344,828 Shares to Mr Robert Waugh (or his nominee(s)) under Resolution 6;
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(c) 344,828 Shares to Mr Nick Rathjen (or his nominee(s)) under Resolution 7; and
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(d) 344,828 Shares to Mr Robin Cox (or his nominee(s)) under Resolution 8,
(together, the Directors ) to enable their participation in the Placement, which is summarised in 4.1.
6.2 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:
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(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
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(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The issue constitutes giving a financial benefit and the Directors are a related party of the Company by virtue of being Directors of the Company.
The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to each Director (or their nominee(s)) on the same terms as Shares issued to nonrelated party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.
6.3 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:
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10.11.1 0Ba related party;
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10.11.2 1Ba person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
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10.11.3 2Ba person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
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10.11.4 3Ban associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
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10.11.5 4Ba person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
6.4 Technical information required by Listing Rule 14.1A
If these Resolution are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in 4.3. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.
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If these Resolution are not passed, the Company will not be able to proceed with the issue and no further funds will be raised. The Company will therefore not be entitled to receive an extra $460,000 under the Placement, which will reduce the Company’s expected cash reserves.
6.5 Technical Information required by Listing Rule 10.13
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the person to whom Securities will be issued |
Mr Neville Power (or his nominee(s)); Mr Robert Waugh (or his nominee(s)); Mr Nick Rathjen (or his nominee(s)); and Mr Robin Cox (or his nominee(s)). |
| Categorisation under Listing Rule 10.11 |
The Directors fall within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of each being Directors of the Company. Any nominee(s) of the Directors who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. |
| Number of Securities and class to be issued |
7,931,036 Shares will be issued, comprising: (a) 7B6,896,552 Shares to Mr Neville Power (or his nominee(s)) under Resolution 5; (b) 8B344,828 Shares to Mr Robert Waugh (or his nominee(s)) under Resolution 6; (c) 9B344,828 Shares to Mr Nick Rathjen (or his nominee(s)) under Resolution 7; and (d) 10B344,828 Shares to Mr Robin Cox (or his nominee(s)) under Resolution 8. |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
$0.058 per Share, being the same issue price of Shares issued under the Placement. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to 4.3 for details of the proposed use of funds. For the purposes of Listing Rule 10.13.8, the Company confirms that the Shares are not being issued for the purposes of remuneration or providing incentives to the Directors. |
| Summary of material terms of agreement to issue |
The Shares were issued under standard form placement letters between the Company and each Director. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
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7. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO JOINT LEAD MANAGERS
7.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 2,000,000 Options exercisable at $0.10 and expiring on the date that is three years from the date of issue in consideration for lead manager and book running services provided by the Joint Lead Managers pursuant to the Lead Manager Mandate, summarised in 4.2 above.
7.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
7.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If this Resolution is not passed, the Company will not be able to proceed with the issue. If the Company is unable to proceed with the issue, it may be required to renegotiate the terms of the Lead Manager Mandate with the Joint Lead Managers.
7.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
Canaccord Genuity (Australia) Limited and Alpine Capital Pty Ltd. |
| Number of Securities and class to be issued |
2,000,000 Options will be issued, comprising 1,000,000 Options to each Joint Lead Manager. |
| Terms of Securities | The Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities |
The Options will be issued at a nil issue price, in consideration for lead manager and book running services provided by the Joint Lead Manager. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy the Company’s obligations under the Lead Manager Mandate. |
| Summary of material terms of agreement to issue |
The Options are being issued under the Lead Manager Mandate, a summary of the material terms of which is set out in 4.2. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
8. RESOLUTION 10 – RATIFICATION OF AGREEMENT TO ISSUE SHARES TO MIRAMAR RESOURCES LTD
8.1 Miramar Agreement
On 22 October 2025, the Company announced that it had entered into an option agreement ( Miramar Agreement ) to acquire the Randalls Gold Project from Miramar Resources Ltd ( Miramar ), an ASX-listed company (ASX:M2R). The Miramar Agreement granted the Company an exclusive option ( Miramar Option ) for period of 6 months from execution of the Miramar Agreement to acquire 100% of the legal and beneficial interest in E25/596 (granted); E25/649 (application); E25/654 (application); E25/648 (application), E25/659 (application) and E28/3510 (application), including all associated data/rights from Miramar.
(a) Consideration
In consideration for the Miramar Option, the Company paid Miramar a nonrefundable option fee of $50,000. Upon exercise of the Miramar Option and settlement of the Miramar Agreement ( Settlement ), the Company agreed to pay/issue Miramar:
-
(i) $125,000 cash;
-
(ii) $125,000 in Shares at a deemed issue price of the 10-day VWAP prior to the exercise of the Miramar Option; and
-
(iii) 1% net smelter return royalty over the future production of minerals from the Randalls Gold Project tenements, with a right to buy back 0.5% of the royalty for $500,000, otherwise on industry standard terms.
(b) Deferred Consideration
The Company further agreed to pay Miramar the following deferred consideration in cash:
(i) $250,000 on announcing a JORC-compliant Mineral Resource ≥ 250koz Au across the Randalls Gold Project tenements, at greater than 1 g/t Au; and
- (ii) a further $250,000 on announcing a JORC-compliant Mineral Resource ≥ 500koz Au across the Randalls Gold Project tenements, at greater than 1 g/t Au,
(the Deferred Consideration ).
The Shares set out in 8.1(a)(ii) will not be issued prior to the date of the Meeting but are expected to be issued at Settlement. Settlement is expected to occur in the months following the date of the Meeting.
8.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in 2.2 above.
The proposed issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
8.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in 2.3 above.
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The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue these Shares, subject to the Shares being issued within 3 months from the date of the Meeting. If the Shares are not issued within 3 months from the date of the Meeting, they will instead use up part of the 15% limit in Listing Rule 7.1.
8.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed and the Shares are issued within 3 months from the date of the Meeting, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If this Resolution is not passed and the Shares are subsequently issued, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
8.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons with whom the Company has agreed to issue Shares |
Miramar Resources Ltd. |
| Number and class of Securities issued |
11B$125,000 in Shares at a deemed issue price of the 10-day VWAP prior to the exercise of the Miramar Option. The table below provides an illustrative example of the number of Shares that would be issued assuming an issue price equal to the closing price on 31 December 2025 ($0.058), and also assuming an issue price at a 15% discount and a 15% premium to that closing price. Issue Price $0.049 $0.058 $0.067 # of Shares 2,551,020 2,155,172 1,865,671 |
| Terms of Securities | The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. |
| Date(s) on or by which the Securities were issued |
The Shares will not be issued as at the date of the Meeting but are expected to be issued within 3 months of the date of the Meeting, on or around the date of Settlement of the Miramar Agreement. |
| Price or other consideration the Company received for the Securities |
The agreement to issue the Shares is as part consideration for the acquisition of the Randalls Gold Project. As such the Shares are being issued for nil cash consideration, but for a deemed total issue price of $125,000. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
No funds will be raised from the issue as the Shares will be issued in consideration for the acquisition of the Randalls Gold Project. |
| Summary of material terms of agreement to issue |
The Shares will be issued under the Miramar Agreement, a summary of which is set out in 8.1 above. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue will not breach Listing Rule 7.1. |
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G L O S S AR Y
$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Company means Ore Resources Limited (ACN 148 966 545).
Consideration Shares has the meaning given in 1.2.
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Joint Lead Managers means Canaccord Genuity (Australia) Limited and Alpine Capital Pty Ltd.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Lead Manager Mandate has the meaning given in 4.2.
Listing Rules means the Listing Rules of ASX.
Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Option Agreement has the meaning given in 1.1.
Option Fee Shares has the meaning given in 1.2.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
Placement has the meaning given in 4.1.
Placement Participants has the meaning given in 4.1.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
means a of the Explanatory Statement.
Security means a Share, Option or Performance Right (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
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Shareholder means a registered holder of a Share.
Tranche 1 has the meaning given in 4.1(a)(i). Tranche 2 has the meaning given in 4.1(a)(ii). VWAP means volume weighted average price. Wilding means Wilding Resources Pty Ltd. Wilding Option has the meaning given in 1.1. WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E DU L E 1 – TE R M S A N D C O N D I T I O N S O F O P T I O N S
| 1. | Entitlement | Subject to paragraph 12, Each Option entitles the holder to subscribe for one Share upon exercise of the Option. |
|---|---|---|
| 2. | Exercise Price | Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.10 (Exercise Price). |
| 3. | Expiry Date | Each Option will expire at 5:00 pm (AWST) on the date that is three years from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date |
| 4. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 5. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. |
| 6. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 7. | Timing of issue of Shares on exercise |
Within five Business Days after the Exercise Date, the Company will: (a) 12Bissue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; (b) 13Bif required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (c) 14Bif admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. |
| 8. | Shares issued on exercise |
Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
| 9. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| 10. | Participation in | There are no participation rights or entitlements inherent in the |
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| new issues | Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. |
|
|---|---|---|
| 11. | Change in exercise price |
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. |
| 12. | 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) 15Bthe number of Shares or other securities which must be issued on the exercise of an Option will be increased by the number of Shares or other securities which the holder would have received if the holder had exercised the Option before the record date for the bonus issue; and (b) 16Bno change will be made to the Exercise Price. |
| 13. | Transferability | The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. |
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for Securityholder registration.
Ore Resources Limited | ABN 91 148 966 545
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you
Your proxy voting instruction must be received by 10:00am (AWST) on Saturday, 21 February 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
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/#/home Shareholders 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/#/loginsah or 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.
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BY MAIL:
Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Ore Resources Limited, to be held at 10:00am (AWST) on Monday, 23 February 2026 at Unit 10, 38-40 Colin Street, West Perth, WA 6005 hereby:
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Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 RATIFICATION OF OPTION FEE SHARES TO WILDING 2 APPROVAL TO ISSUE CONSIDERATION SHARES TO WILDING 3 RATIFICATION OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1 4 RATIFICATION OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A 5 APPROVAL FOR NEVILLE POWER TO PARTICIPATE IN THE PLACEMENT 6 APPROVAL FOR ROBERT WAUGH TO PARTICIPATE IN THE PLACEMENT 7 APPROVAL FOR NICK RATHJEN TO PARTICIPATE IN THE PLACEMENT 8 APPROVAL FOR ROBIN COX TO PARTICIPATE IN THE PLACEMENT 9 APPROVAL TO ISSUE OPTIONS TO JOINT LEAD MANAGERS 10 RATIFICATION OF AGREEMENT TO ISSUE SHARES TO MIRAMAR RESOURCES LTD
| S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
S Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: |
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