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RAREX LIMITED — Proxy Solicitation & Information Statement 2026
Apr 1, 2026
65681_rns_2026-04-01_bfb8be19-2468-4191-9817-58d2b29989d0.pdf
Proxy Solicitation & Information Statement
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RareX Limited ACN 105 578 756
Notice of General Meeting
A General Meeting of the Company will be held at:
Time and Date: 10.30 am (AWST) on Wednesday, 6 May 2026 Address: Level 1, 1 Alvan Street, Subiaco, Western Australia 6008
The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on (08) 6383 6593.
Shareholders are urged to vote by lodging the Proxy Form
RareX Limited ACN 105 578 756 (Company)
Notice of General Meeting
Notice is hereby given that a general meeting of Shareholders of RareX Limited will be held at Level 1, 1 Alvan Street, Subiaco, Western Australia 6008 on Wednesday, 6 May 2026 at 10.30 am (AWST) ( Meeting ).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the 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, 4 May 2026 at 5.00 pm (AWST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
Resolution 1 – Ratification of prior issue of Placement Shares
To consider and, if thought fit, to pass, with or without amendment, each as a separate 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:
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(a) 80,369,962 Placement Shares issued under Listing Rule 7.1; and
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(b) 101,448,220 Placement Shares issued under Listing Rule 7.1A,
on the terms and conditions set out in the Explanatory Memorandum.’
Resolution 2 – Approval to issue Placement Options
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 7.1 and for all other purposes, Shareholders approve the issue of up to 90,909,092 Placement Options, on the terms and conditions in the Explanatory Memorandum.’
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Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
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(a) Resolution 1(a) and (b): by or on behalf of a person who participated in the issue of the Placement Shares, or any of their respective associates; and
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(b) Resolution 2: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
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(b) the Chair as proxy or attorney for a person who is entitled to vote, 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.
BY ORDER OF THE BOARD
Oonagh Malone Company Secretary RareX Limited Dated: 2 April 2026
RareX Limited ACN 105 578 756 (Company)
Explanatory Memorandum
1. Introduction
The 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 Level 1, 1 Alvan Street, Subiaco, Western Australia 6008 on Wednesday, 6 May 2026 at 10.30 am (AWST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:
| Section 2 | Action to be taken by Shareholders |
|---|---|
| Section 3 | Background to the Placement |
| Section 4 | Resolution 1 – Ratification of prior issue of Placement Shares |
| Section 5 | Resolution 2 – Approval to issue Placement Options |
| Schedule 1 | Definitions |
| Schedule 2 | Terms and conditions of Placement Options |
2. Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution.
2.1
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
2.3
Voting by proxy
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 encouraged to vote by
completing and returning the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
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(i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(ii) a proxy need not be a member of the Company; and
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(iii) 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
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(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
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(ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
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(iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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(iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
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(i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members;
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(ii) the appointed proxy is not the chair of the meeting;
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(iii) at the meeting, a poll is duly demanded on the resolution; and
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(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
Your proxy voting instruction must be received by Monday, 4 May 2026 at 10.30 am, being not later than 48 hours before the commencement of the Meeting. Refer to the Shareholder letter accompanying this Notice for a summary of the proxy voting instructions.
2.4 Chair's voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances,
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the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made.
2.5 Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] at least 2 Business Days before the Meeting.
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).
3. Background to the Placement
3.1
Placement
On 27 January 2026, the Company announced that it has received firm commitments to raise A$5 million (before costs) via the issue of up to 181,818,182 Shares ( Placement Shares ) at an issue price of A$0.0275 per Share ( Placement ). Participants in the Placement will also receive one (1) free attaching Option for every two (2) Placement Shares subscribed for and issued, exercisable at A$0.045 each and expiring 3 years from date of issue ( Placement Options ).
The Placement is being undertaken in the following tranches:
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(a) Tranche 1: 181,818,182 Placement Shares which were issued on 4 February 2026, comprising of:
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(i) 80,369,962 Placement Shares issued under Listing Rule 7.1 (the subject of Resolution 1(a)); and
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(ii) 101,448,220 Placement Shares issued under Listing Rule 7.1A (the subject of Resolution 1(b); and
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(b) Tranche 2: subject to the receipt of Shareholder approval at this Meeting, the proposed issue of up to 90,909,092 Placement Options under Listing Rule 7.1 (the subject of Resolution 2).
4. Resolution 1 – Ratification of prior issue of Placement Shares
4.1
General
The background to the Placement, including the issue of the Placement Shares is set out in Section 3.1 above.
On 4 February 2026, the Company issued the Placement Shares using the Company’s available placement capacity under Listing Rules 7.1 and 7.1A.
Resolution 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Shares.
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4.2 Listing Rules 7.1, 7.1A and 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 shares it had on issue at the start of that period.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase its 15% placement capacity under Listing Rule 7.1 by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 28 November 2025.
The issue of the Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up the Company’s combined 25% placement capacity under Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the issue of the Placement Shares.
Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A.
The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 and the 10% additional placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.
If Resolution 1(a) is passed, 80,369,962 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue or agree to issue without Shareholder approval over the 12-month period following the issue date.
If Resolution 1(a) is not passed, 80,369,962 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 80,369,962 Equity Securities for the 12-month period following the issue of those Placement Shares.
If Resolution 1(b) is passed, 101,448,220 Placement Shares will be excluded in calculating the Company’s 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue or agree to issue without Shareholder approval over the 12-month period following the issue date (assuming the Company’s approval under Listing Rule 7.1A remains in force for this period).
If Resolution 1(b) is not passed, 101,448,220 Placement Shares will continue to be included in calculating the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 101,448,220 Equity Securities for the 12-month period following the issue of those Placement Shares (assuming the Company’s approval under Listing Rule 7.1A remains in force in this period).
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4.3 Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:
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(a) The Placement Shares were issued to a range of new and existing institutional, sophisticated and professional investors, none of whom are a related party or a Material Investor of the Company. The participants in the Placement were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Joint Lead Managers.
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(b) A total of 181,818,182 Placement Shares were issued as follows:
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(i) 80,369,962 Placement Shares issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1; and
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(ii) 101,448,220 Placement Shares issued within the Company’s 10% placement capacity permitted under Listing Rule 7.1A.
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(c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
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(d) The Placement Shares were issued on 4 February 2026.
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(e)
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The Placement Shares were issued at A$0.0275 each.
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(f) The proceeds from the Placement are intended to fund the following activities:
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(i) exploration drilling at the Khaleesi project, focusing on niobium and rare earth mineralised carbonatite targets and broad gallium mineralisation;
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(ii) advancing the Cummins Range rare earth, gallium, scandium and phosphate carbonatite through project development, focused on metallurgical and updating feasibility studies, following the recent grant of the Mining Lease;
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(iii) continuing to prosecute the Mrima Hill carbonatite proposal in consortium with Iluka Resources; and
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(iv) general working capital and costs of the Placement.
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(g) There are no other material terms to the agreement for the subscription of the Placement Shares.
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(h) A voting exclusion statement is included in the Notice.
4.4 Additional information
Resolution 1(a) and (b) are separate ordinary resolutions.
The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b).
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5. Resolution 2 – Approval to issue Placement Options
5.1
General
The background to the Placement, including the proposed issue of the Placement Options is set out in Section 3.1 above.
Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Placement Options.
5.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is in Section 4.2 above.
The proposed issue of the Placement Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the Company’s 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.
The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in 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 2 is passed, the Company will be able to proceed with the issue of up to 90,909,092 Placement Options. In addition, the issue of these Placement Options will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue or agree to issue without Shareholder approval over the 12-month period following the issue date.
If Resolution 2 is not passed, the Company will not be able to proceed with the issue of up to 90,909,092 Placement Options.
5.3
Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Placement Options:
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(a) The Placement Options will be issued to the recipients of the Placement Shares summarised in Section 4.3(a) above, none of whom are a related party or a Material Investor of the Company.
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(b) A maximum of 90,909,092 Placement Options will be issued.
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(c) The Placement Options will be exercisable at A$0.045 each and expire 3 years from the date of issue, and will otherwise be subject to the terms and conditions in Schedule 2.
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(d) The Placement Options will be issued no later than 3 months after the date of the Meeting.
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(e) As the Placement Options are free attaching based on one (1) Placement Option for every two (2) Placement Shares subscribed for and issued under the Placement, the Company will not receive any cash consideration for the issue of the Placement Options.
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(f) A summary of the intended funds raised from the Placement is set out in Section 4.3(f) above. No additional funds will be raised by the issue of the Placement Options.
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(g) The purpose of the issue of the Placement Options is to incentivise participation in the Placement.
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(h) There are no other material terms to the agreement for the subscription of the Placement Options.
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(i) A voting exclusion statement is included in the Notice.
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5.4 Additional information
Resolution 2 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 2.
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Schedule 1 Definitions
In the Notice, words importing the singular include the plural and vice versa.
| $ | means Australian Dollars. |
|---|---|
| ASX | means the ASX Limited (ACN 008 624 691) and, where the context |
| permits, the Australian Securities Exchange operated by ASX Limited. | |
| AWST | means Australian Western Standard Time, being the time in Perth, |
| Western Australia. | |
| oard | means the board of Directors. |
| Business Day | means a day other than a Saturday, Sunday, bank holiday or public |
| holiday in Perth, Western Australia. | |
| Chair | means the person appointed to chair the Meeting of the Company |
| convened by the Notice. | |
| Closely Related Party | means: |
| (a) a spouse or child of the member; or |
|
| (b) has the meaning given in section 9 of the Corporations Act. |
|
| Company | means RareX Limited (ACN 105 578 756). |
| Constitution | means the constitution of the Company, as amended. |
| Corporations Act | means the_Corporations Act 2001_(Cth), as amended. |
| Director | means a director of the Company. |
| Equity Security | has the same meaning as in the Listing Rules. |
| Explanatory | means the explanatory memorandum which forms part of the Notice. |
| Memorandum | |
| Joint Lead Managers | means, collectively, Canaccord Genuity (Australia) Limited and Evolution |
| Capital Pty Ltd. | |
| Key Management | has the same meaning as in the accounting standards issued by the |
| Personnel | 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. | |
| Listing Rules | means the listing rules of ASX. |
| Material Investor | means, in relation to the Company: |
| (a) a related party; |
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(b) Key Management Personnel; (c) a substantial Shareholder; (d) an advisor; or (e) an associate of the above, who received or will receive Securities in the Company which constitute more than 1% of the Company's anticipated capital structure at the time of issue. Meeting has the meaning given in the introductory paragraph of the Notice. Notice means this notice of general meeting. Option means a right, subject to certain terms and conditions, to acquire a Share. Placement has the meaning given in Section 3.1. Placement Options has the meaning given in Section 3.1. Placement Shares has the meaning given in Section 3.1. Plan means the employee securities incentive plan of the Company. Proxy Form means the proxy form provided with the Notice. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights). Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. Trading Day has the meaning given to that expression in the Listing Rules from time to time.
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Schedule 2 Terms and conditions of Placement Options
The terms and conditions of the Placement Options (in this Schedule, referred to as Options ) are as follows:
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( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
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( Exercise Price ): The amount payable upon exercise of each Option will be A$0.045 ( Exercise Price ).
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( Expiry Date ): Each Option will expire at 5:00pm (AWST) on the date that is 3 years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
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( Exercise Period ): The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
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( Quotation ): The Company will not apply for quotation of the Options on ASX.
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( Transferability ): The Options are not transferable.
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( Notice of Exercise ): The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) 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.
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( Exercise Date ): A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
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( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will, subject to paragraphs 10 and 12:
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(a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which, if applicable, cleared funds have been received by the Company;
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(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act.
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( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.
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( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
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( Takeovers prohibition ): The issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act.
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( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
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( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
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( Entitlement to dividends ): The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options without exercising the Options.
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( Entitlement to capital return ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.
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( Adjustment for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.
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( 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.
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( Adjustment for bonus issue ): 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):
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(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 Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
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(b) no change will be made to the Exercise Price.
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( Voting rights ): The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.
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( Constitution ): Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company’s Constitution.
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
RareX Limited | ABN 65 105 578 756
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Your proxy voting instruction must be received by 10:30am (AWST) on Monday, 04 May 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
Lodging your Proxy Voting Form:
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
Online
The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. https://investor.automic.com.au/#/loginsah or scan the QR code below using your STEP 1 - APPOINT A PROXY smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.
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
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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.
BY MAIL: Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
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 RareX Limited, to be held at 10:30am (AWST) on Wednesday, 06 May 2026 at Level 1, 1 Alvan Street, Subiaco WA 6008 hereby: 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 1a Ratification of prior issue of 80,369,962 Placement Shares issued under Listing Rule 7.1 1b Ratification of prior issue of 101,448,220 Placement Shares issued under Listing Rule 7.1A 2 Approval to issue Placement Options
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.
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| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | ||||||||||||||||||||||||||||||||||||||||||||||||
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| By providing | your | email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |