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SIREN GOLD LIMITED Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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SIRENGOLD LIMITED
ASX ANNOUNCEMENT
24 April 2026
Notice of Annual General Meeting of Shareholders
Siren Gold Limited (ASX: SNG) (Siren or the Company) provides the following documents regarding the annual general meeting of shareholders.
- letter to shareholders
- notice of meeting
- sample proxy form
For further information please contact:
Sebastian Andre
Company Secretary
[email protected]
+61 8 6458 4200
www.sirengold.com.au
SIRENGOLD LIMITED
24 April 2026
Dear Shareholder
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND ELECTRONIC COMMUNICATIONS
Siren Gold Limited (the Company) (ASX:SNG) is convening the annual general meeting of shareholders (Meeting) on Wednesday, 27 May 2026, at 10:00 am (WST). If you would like to attend the Meeting, it will be held at Level 2, 41 Ord Street, West Perth, WA 6005. If the above arrangements with respect to the Meeting change, shareholders will be updated via the ASX Market Announcements Platform as well as the Company's website at https://sirengold.com.au.
Notice of meeting
In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the notice of meeting or annual report (Notice) to shareholders unless a shareholder has requested hard copies of the Notice or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The Notice can be viewed and downloaded from the Company's website at https://sirengold.com.au/site/investor-centre/ASX-Announcements or ASX at www2.asx.com.au.
Voting
Shareholders are encouraged to participate in voting on the resolutions to be considered at the Meeting. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://www.investorvote.com.au/Login, or in person by attending the Meeting.
Proxy form instructions (by proxy form or online voting) must be received by the Company's share registry by no later than 10:00 am (WST) on Monday, 25 May 2026. Instructions received after that time will not be valid for the Meeting.
The Company encourages all shareholders to vote prior to the Meeting by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the Meeting will be conducted on a poll.
Electronic communications
The Company encourages all shareholders to communicate with the Company by email at [email protected]. The Company is committed to promoting positive environmental outcomes. To that end, we are asking all our shareholders to provide an email address to receive their communications online. This ensures we are providing you with the information you need in the fastest, most cost-effective manner possible, while also significantly reducing our environmental impact. Please register to receive electronic communications and update your shareholder details online at www.investorcentre.com.au. Please follow the prompts to update your information, add your e-mail address and update your 'Communications' preferences.
Sebastian Andre
Company Secretary
www.sirengold.com.au
SIREN GOLD LIMITED
ACN 619 211 826
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10:00 am WST
DATE: 27 May 2026
PLACE: Level 2, 41 Ord 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 5:00 pm WST on 25 May 2026.
BUSINESS OF THE MEETING
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.
- RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 31 December 2025."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
- RESOLUTION 2 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 3 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO A DIRECTOR – BRIAN RODAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,500,000 Performance Rights to Mr Brian Rodan (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 4 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO A DIRECTOR – PAUL ANGUS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Performance Rights to Mr Paul Angus (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 5 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO A DIRECTOR – KEITH MURRAY
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Performance Rights to Mr Keith Murray (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 6 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO THE CEO – ZANE PADMAN
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 5,500,000 Performance Rights to Mr Zane Padman on the terms and conditions set out in the Explanatory Statement."
4559-05/3934856_12
- RESOLUTION 7 – RE-ELECTION OF A DIRECTOR – BRIAN RODAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 16.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Brian Rodan, a Director, retires by rotation, and being eligible, is re-elected as a Director."
Dated: 21 April 2026
Voting Prohibition Statements
| Resolution 1 – Adoption of Remuneration Report | In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must not be cast:
(a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or
(b) as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. |
| --- | --- |
| Resolution 3 – Approval to Issue Performance Rights to a Director – Brian Rodan | A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
| Resolution 4 – Approval to Issue Performance Rights to a Director – Paul Angus | A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
| Resolution 5 – Approval to Issue Performance Rights to a Director – Keith Murray | A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
| Resolution 6 – Approval to Issue Performance Rights to the CEO – Zane Padman | A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 3 – Approval to Issue Performance Rights to a Director – Brian Rodan | Mr Brian Rodan (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 4 – Approval to Issue Performance Rights to a Director – Paul Angus | Mr Paul Angus (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 5 – Approval to Issue Performance Rights to a Director – Keith Murray | Mr Keith Murray (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 to Issue Performance Rights to the CEO – Zane Padman | Mr Zane Padman (or his nominee(s)) 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). |
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
- each Shareholder has a right to appoint a proxy;
- the proxy need not be a Shareholder of the Company; and
- a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6555 2950
EXPLANATORY STATEMENT
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.
- FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2025, together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.
The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.sirengold.com.au.
- RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
2.3 Previous voting results
At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.
8
3. RESOLUTION 2 – APPROVAL OF 7.1A MANDATE
3.1 General
This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
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 may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company's market capitalisation is $22,500,886. The Company is therefore an Eligible Entity.
3.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.
If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
3.3 Technical information required by Listing Rule 7.3A
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Period for which the 7.1A Mandate is valid | The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: |
| (a) the date that is 12 months after the date of this Meeting; | |
| (b) the time and date of the Company’s next annual general meeting; and | |
| (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). | |
| Minimum price | Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: |
| (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or | |
| (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. |
9
| REQUIRED INFORMATION | DETAILS | ||||
|---|---|---|---|---|---|
| Use of funds | The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company's current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration), the development of the Company's current business and general working capital. | ||||
| Risk of economic and voting dilution | Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. | ||||
| If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. | |||||
| The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 27 May 2026. | |||||
| The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. | |||||
| DILUTION | |||||
| Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) | Shares issued - 10% voting dilution | Issue Price | |||
| $0.038 | $0.075 | ||||
| 50% decrease | 50% increase | ||||
| Funds Raised | |||||
| Current | 300,011,817 | 30,001,181 | $1,140,044 | $2,250,088 | |
| 50% increase | 450,017,726 | 45,001,772 | $1,710,067 | $3,375,132 | |
| 100% increase | 600,023,634 | 60,002,363 | $2,280,089 | $4,500,177 | |
| *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. | |||||
| The table above uses the following assumptions: | |||||
| 1. There are currently 300,011,817 Shares on issue as at the date of this Notice; | |||||
| 2. The issue price set out above is the closing market price of the Shares on the ASX on 16 April 2026 (being $0.075) (Issue Price). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised. | |||||
| 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. | |||||
| 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. | |||||
| 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. | |
| 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. | |
| 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. | |
| 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. | |
| 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. | |
| Shareholders should note that there is a risk that: | |
| (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and | |
| (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. | |
| Allocation policy under 7.1A Mandate | The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. |
| The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: | |
| (a) the purpose of the issue; | |
| (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; | |
| (c) the effect of the issue of the Equity Securities on the control of the Company; | |
| (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; | |
| (e) prevailing market conditions; and | |
| (f) advice from corporate, financial and broking advisers (if applicable). | |
| Previous approval under Listing Rule 7.1A.2 | The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 14 May 2025 (Previous Approval). |
| During the 12 month period preceding the date of the Meeting, being on and from 27 May 2026, the Company issued 21,897,060 Equity Securities pursuant to the Previous Approval (Previous Issue), which represents approximately 7.36% of the total diluted number of Equity Securities on issue in the Company on 14 May 2025, which was 297,239,188. |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding this meeting are set out in Schedule 2. | |
| Voting exclusion statement | As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice. |
4. RESOLUTIONS 3 TO 5 - APPROVAL TO ISSUE PERFORMANCE RIGHTS TO RELATED PARTIES
4.1 General
This Resolution seeks Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of 7,500,000 Performance Rights to Brian Rodan, Paul Angus and Keith Murray (or their nominee(s)) on the terms and conditions set out below.
Further details in respect of the Performance Rights proposed to be issued are set out in the tables below.
| CLASS | QUANTUM | VESTING CONDITION | EXPIRY DATE |
|---|---|---|---|
| A | 1,875,000 | Scoping Study: On completion and ASX release of a Scoping Study for Sams Creek demonstrating a post-tax NPV (8%) at least 2 times the Company's market capitalisation at the time of release, with ASX and JORC compliant disclosure. | The date that is 24 months from the date of issue. |
| B | 1,875,000 | Mining Permit: On the grant of a Mining Permit for the Sams Creek Gold Project under the Crown Minerals Act 1991 and Crown Minerals Amendment Act 2025. | The date that is 24 months from the date of issue. |
| C | 1,500,000 | Resource Upgrade: 50% vesting on declaration of a Global MRE of at least 1.0 Moz AuEq reported or 100% vesting on declaration of a Global MRE of at least 1.5 Moz AuEq, in each case at a 1.0g/t cut-off and in the inferred resource category or above and reported in accordance with the JORC Code. | The date that is 36 months from the date of issue. |
| D | 1,500,000 | VWAP: The VWAP of the Company's share price being a minimum of $0.20 for 20 consecutive trading days. | The date that is 36 months from the date of issue. |
| E | 750,000 | Mining Approvals: On the grant of all material consents and access approvals required under the relevant mining, resource management and conservation legislation to enable an approved mining operation at Sams Creek. | The date that is 36 months from the date of issue. |
| RECIPIENT | RESOLUTION | CLASS | VESTING CONDITION | QUANTUM |
|---|---|---|---|---|
| Brian Rodan | 3 | A | Scoping Study | 625,000 |
| B | Mining Permit | 625,000 | ||
| C | Resource Upgrade | 500,000 | ||
| D | VWAP | 500,000 | ||
| E | Mining Approvals | 250,000 | ||
| Paul Angus | 4 | A | Scoping Study | 750,000 |
| B | Mining Permit | 750,000 | ||
| C | Resource Upgrade | 600,000 | ||
| D | VWAP | 600,000 | ||
| E | Mining Approvals | 300,000 | ||
| Keith Murray | 5 | A | Scoping Study | 500,000 |
| B | Mining Permit | 500,000 | ||
| C | Resource Upgrade | 400,000 | ||
| D | VWAP | 400,000 | ||
| E | Mining Approvals | 200,000 |
4.2 Director recommendation
Each Director has a material personal interest in the outcome of Resolutions 3 to 5 on the basis that each Director (or their respective nominee(s)) would receive Performance Rights should Resolutions 3 to 5 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 3 to 5 of this Notice.
4.3 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.
As Securities are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue. Accordingly, Shareholder approval for the issue is sought in accordance with Chapter 2E of the Corporations Act.
4.4 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
4.5 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company's 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue and may need to find alternate methods to remunerate the Directors.
4.6 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the persons to whom Securities will be issued | Mr Brian Rodan (Resolution 3), Mr Paul Angus (Resolution 4) and Mr Keith Murray (Resolution 5) (or their nominee(s)). |
| Categorisation under Listing Rule 10.11 | Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. |
| Any nominee(s) of the proposed recipients who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. | |
| Number of Securities and class to be issued | Up to 7,500,000 Performance Rights will be issued on the following basis: |
| (a) 2,500,000 Performance Rights to Mr Brian Rodan; | |
| (b) 3,000,000 Performance Rights to Mr Paul Angus; and | |
| (c) 2,000,000 Performance Rights to Mr Keith Murray. | |
| Terms of Securities | The Performance Rights will be issued on the terms and conditions set out in Schedule 1. |
| Consideration of type of Security to be issued | The Company has agreed to issue the Performance Rights for the following reasons: |
| (a) the issue of the Performance Rights has no immediate dilutionary impact on Shareholders; | |
| (b) the issue will align the interests of the recipient with those of Shareholders; | |
| (c) the issue is a reasonable and appropriate method to provide cost effective remuneration, as the non-cash form of this benefit will allow the Company to |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipients; and | |
| (d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed. | |
| Date(s) on or by which the Securities will be issued | The Company expects to issue the Performance no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities | The Securities will be issued at a nil issue price. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue is to provide a performance linked incentive component in the remuneration package for the proposed recipients to motivate and reward their performance as Directors and to provide cost effective remuneration to the proposed recipients, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipients. |
| Consideration of type of Security to be issued | The Company has agreed to issue the Performance Rights for the following reasons: |
| (a) the issue of the Performance Rights has no immediate dilutionary impact on Shareholders; | |
| (b) the issue to the proposed recipients will align the interests of the recipient with those of Shareholders; | |
| (c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipients; and | |
| (d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed. | |
| Consideration of quantum of Securities to be issued | The number of Securities to be issued has been determined based upon a consideration of: |
| (e) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company; | |
| (f) the remuneration of the proposed recipients; and | |
| (g) incentives to attract and ensure continuity of service of the proposed recipients who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Securities upon the terms proposed. | |
| Remuneration | The total remuneration package for each of the proposed recipients for the previous financial year and the proposed remuneration for the current financial year are set out below: |
| RELATED PARTY | CURRENT FINANCIAL YEAR ENDING 31 DECEMBER 2026 |
| Brian Rodan | 120,000 |
| Paul Angus | 52,500 |
| Keith Murray | 58,800 |
| Notes: 1. Comprising Directors' fees/ salary of $165,007 and consulting fees of $67,500. Brian Rodan provided additional consulting services in FY 2025 amounting to $67,500. In FY 2026, Brian Rodan is entitled to consulting fees of $250 per hour (max. $2,000 per day) for provision of services outside of normal duties as Chairman. 2. Comprising Directors' fees/ salary of $52,500 and consulting fees of $267,387. Paul Angus provided additional resource consulting services in FY 2025 amounting to $267,387. In FY 2026, Paul Angus is entitled to consulting fees of NZ$ 220 per hour (max NZ$1,760 per day) for provision of technical consulting services. 3. Comprising Directors' fees/ salary of $52,500 and a superannuation payment of $6,169. | |
| Valuation | The value of the Securities and the pricing methodology is set out in Schedule 3. |
| Summary of material terms of agreement to issue | The Performance Rights are not being issued under any agreement. |
| Interest in Securities | The relevant interests of the proposed recipients in Securities as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice |
| RELATED PARTY | SHARES¹ |
| Brian Rodan | 24,334,385 |
| Paul Angus | 291,429 |
| Keith Murray | 884,762 |
| Post issue | |
| RELATED PARTY | SHARES¹ |
| Brian Rodan | 24,334,385 |
| Paul Angus | 291,429 |
| Keith Murray | 884,762 |
| Notes: 1. Fully paid ordinary shares in the capital of the Company (ASX: SNG). 2. Unquoted Options exercisable at $0.10 each on or before 17 May 2027. |
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| REQUIRED INFORMATION | DETAILS | ||
|---|---|---|---|
| Dilution | If the Securities issued under these Resolutions are exercised, a total of 7,500,000 Shares would be issued. This will increase the number of Shares on issue from 300,011,817 (being the total number of Shares on issue as at the date of this Notice) to 307,511,817 (assuming that no Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 2.44%, comprising 0.81% by Brian Rodan, 0.98% by Paul Angus and 0.65% by Keith Murray. | ||
| Trading history | The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below: | ||
| PRICE | DATE | ||
| Highest | $0.140 | 10 October 2025 | |
| Lowest | $0.045 | 10 April 2025 | |
| Last | $0.082 | 10 April 2026 | |
| Other information | The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions. | ||
| Voting exclusion statements | Voting exclusion statements apply to these Resolutions. |
5. RESOLUTION 6 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO CEO – ZANE PADMAN
5.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 5,500,000 Performance Rights to the Company's CEO, Mr Zane Padman (or his nominee(s)), to provide a performance linked incentive to his remuneration package on the terms and conditions set out below.
Further details in respect of the Securities proposed to be issued are set out in the table below.
| CLASS | QUANTUM | VESTING CONDITION | EXPIRY DATE |
|---|---|---|---|
| A | 1,375,000 | On completion and ASX release of a Scoping Study for Sams Creek demonstrating a post-tax NPV (8%) at least 2 times the Company's market capitalisation at the time of release, with ASX and JORC compliant disclosure. | The date that is 24 months from the date of issue. |
| B | 1,375,000 | On the grant of a Mining Permit for the Sams Creek Gold Project under the Crown Minerals Act 1991 and Crown Minerals Amendment Act 2025. | The date that is 24 months from the date of issue. |
| C | 1,100,000 | 50% vesting on declaration of a Global MRE of at least 1.0 Moz AuEq reported or 100% vesting on declaration of a Global MRE of at least 1.5 Moz AuEq reported in accordance with the JORC Code, in each case at a 1.0g/t cut-off and in the inferred resource category or above and reported in accordance with the JORC Code. | The date that is 36 months from the date of issue. |
| D | 1,100,000 | The VWAP of the Company's share price being a minimum of $0.20 for 20 consecutive trading days. | The date that is 36 months from |
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| CLASS | QUANTUM | VESTING CONDITION | EXPIRY DATE |
|---|---|---|---|
| the date of issue. | |||
| E | 550,000 | On the grant of all material consents and access approvals required under the relevant mining, resource management and conservation legislation to enable an approved mining operation at Sams Creek. | The date that is 36 months from the date of issue. |
A summary of Listing Rule 7.1 is set out in Section 3.1 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.
5.2 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 and may need to consider alternative methods to remunerate Mr Padman.
5.3 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 | Mr Zane Padman (or his nominee(s)). |
| Number of Securities and class to be issued | 5,500,000 Performance Rights will be issued. |
| Terms of Securities | The Performance Rights will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued | The Company expects to issue the Securities no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities | The Securities will be issued at a nil issue price. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue is to provide a performance linked incentive component to the remuneration package for the proposed recipient to align the interests of the proposed recipient with those of Shareholders, to motivate and reward the performance of the proposed recipient in his role as Company CEO and to provide a cost effective way for the Company to remunerate the proposed recipient, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipient. |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Summary of material terms of agreement to issue | The Securities are not being issued under any agreement. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
6. RESOLUTION 7 – RE-ELECTION OF A DIRECTOR – BRIAN RODAN
6.1 General
Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Mr Brian Rodan, who has held office without re-election since 12 June 2019 and being eligible, retires by rotation and seeks re-election.
Further information in relation to Mr Rodan is set out below.
| Qualifications, experience and other material directorships | Brian Rodan is a Fellow of the Australian Institute of Mining and Metallurgy (FAusIMM) with 43 years’ experience. Previously, Mr Rodan was the managing director and owner of Australian Contract Mining Pty Ltd (ACM), a mid-tier mining contracting company that successfully completed $1.5 billion worth of work over a 20 year period. ACM was sold to an ASX listed company in 2017. Mr Rodan was also a founding director of Dacian Gold Limited, which purchased the Mt Morgans Gold Mine from the administrator of Range River Gold Ltd. After listing on the ASX in 2012, Mr Rodan was Dacian’s largest shareholder. For 15 years, Mr Rodan held various roles with Eltin Limited (including executive director between 1996 and 1999), being Australia’s largest full service ASX listed contracting mining company with annual turnover of $850 million. Brian Rodan is also currently the executive chairman of Augustus Minerals Limited and a non-executive chairman of Iceni Gold Limited. |
|---|---|
| Term of office | Mr Rodan has served as a Director since 12 June 2019. |
| Independence | If re-elected, the Board considers that Mr Rodan will not be an independent Director. |
6.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Rodan will be re-elected to the Board.
If this Resolution is not passed, Mr Rodan will not continue in his role as Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company.
GLOSSARY
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 3.1.
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.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.
Company means Siren Gold Limited (ACN 619 211 826).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
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.
Listing Rules means the Listing Rules of ASX.
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.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Directors' report section of the Company's annual financial report for the year ended 31 December 2025.
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Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Security means a Share, Option or Performance Right (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means "A" as set out in the formula in Listing Rule 7.1A.2.
VWAP means volume weighted average price.
WST means Western Standard Time as observed in Perth, Western Australia.
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SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS
| 1. | Entitlement | Each Performance Right entitles the holder to subscribe for one Share upon conversion of the Performance Right. | |
|---|---|---|---|
| 2. | Consideration | The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares. | |
| 3. | Vesting Conditions | The Performance Rights shall vest as follows: | |
| CLASS | VESTING CONDITION | ||
| A | On completion and ASX release of a Scoping Study for Sams Creek demonstrating a post-tax NPV (8%) at least 2 times the Company’s market capitalisation at the time of release, with ASX and JORC compliant disclosure. | ||
| B | On the grant of a Mining Permit for the Sams Creek Gold Project under the Crown Minerals Act 1991 and Crown Minerals Amendment Act 2025. | ||
| C | 50% vesting on declaration of a Global MRE of at least 1.0 Moz AuEq reported or 100% vesting on declaration of a Global MRE of at least 1.5 Moz AuEq, in each case at a 1.0g/t cut-off and in the inferred resource category or above and reported in accordance with the JORC Code. | ||
| D | The VWAP of the Company’s share price being a minimum of $0.20 for 20 consecutive trading days. | ||
| E | On the grant of all material consents and access approvals required under the relevant mining, resource management and conservation legislation to enable an approved mining operation at Sams Creek. | ||
| each a Vesting Condition. | |||
| 4. | Expiry Date | The Performance Rights, whether vested or unvested, will otherwise expire at 5:00 pm (AWST) as follows: | |
| CLASS | EXPIRY DATE | ||
| A | 24 months from the date of issue. | ||
| B | 24 months from the date of issue. | ||
| C | 36 months from the date of issue. | ||
| D | 36 months from the date of issue. | ||
| E | 36 months from the date of issue. | ||
| (Expiry Date). | |||
| If the relevant Vesting Condition attached to the Performance Right has not been achieved by the Expiry Date, all unconverted Performance Rights of the relevant class will automatically lapse at that time. | |||
| 5. | Notice of vesting | The Company shall notify the holder in writing when the relevant Vesting Condition has been satisfied. | |
| 6. | Quotation of Performance Rights | The Performance Rights will not be quoted on ASX. | |
| 7. | Conversion | Subject to paragraph 16, upon vesting, each Performance Right will, at the election of the holder, convert into one Share. |
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| 8. | Timing of issue of Shares on conversion | Within five Business Days of conversion of the Performance Rights, the Company will:
(a) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.
If a notice delivered under 8(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. |
| --- | --- | --- |
| 9. | Shares issued on exercise | Shares issued on exercise of the Performance Rights rank equally with the then issued shares of the Company. |
| 10. | Change of Control | Subject to paragraph 16, upon:
(a) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(i) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and
(ii) having been declared unconditional by the bidder; or
(b) a court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies,
or the Board determining that such an event is likely to occur, then, to the extent Performance Rights have not converted into Shares due to satisfaction of the relevant Vesting Conditions, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis. |
| 11. | Participation in new issues | There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without converting the Performance Rights. |
| 12. | Adjustment for bonus issues of Shares | If the Company makes a bonus issue of Shares or other securities to the Company’s existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) no changes will be made to the Performance Rights. |
| 13. | Reorganisation | If at any time the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation. |
| 14. | Dividend and voting rights | The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends. |
|---|---|---|
| 15. | Transferability | The Performance Rights are not transferable. |
| 16. | Deferral of conversion if resulting in a prohibited acquisition of Shares | If the conversion of a Performance Right under paragraphs 7 or 10 would result in any person being in contravention of section 606(1) of the Corporations Act (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition: |
(a) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
(b) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (a) within 7 days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition. |
| 17. | No rights to return of capital | A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise. |
| 18. | Rights on winding up | A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up. |
| 19. | ASX Listing Rule compliance | The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules. |
| 20. | No other rights | A Performance Right gives the holder no rights other than those expressly provided by these terms and conditions and those provided at law where such rights at law cannot be excluded by these terms. |
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SCHEDULE 2 – ISSUES OF EQUITY SECURITIES UNDER LISTING RULE 7.1A SINCE 14 MAY 2025
| DATE | RECIPIENTS | NUMBER AND CLASS OF EQUITY SECURITIES ISSUED | ISSUE PRICE AND DISCOUNT TO MARKET PRICE (IF APPLICABLE)¹ | TOTAL CASH CONSIDERATION AND USE OF FUNDS |
|---|---|---|---|---|
| Issue – 22 August 2025 | ||||
| Appendix 2A – 22 August 2025 | Non-related party participants in a capital raising announced by the Company on 15 August 2025 and ratified on 15 October 2025. | 21,897,060 Shares² | $0.05 | |
| (representing a discount to Market Price of 12.28%). | Amount raised or to be raised: $1,094,853. | |||
| Amount spent: $350,000. | ||||
| Use of funds: exploration of existing projects and for working capital purposes. | ||||
| Amount remaining: $744,853 | ||||
| Proposed use of remaining funds:³ exploration of existing projects and for working capital purposes. |
Notes:
- Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
- Fully paid ordinary shares in the capital of the Company (ASX:SNG) (terms are set out in the Constitution).
- This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
SCHEDULE 3 - VALUATION OF PERFORMANCE RIGHTS
The Performance Rights to be issued pursuant to Resolutions 3 to 5 have been independently valued by Stantons Corporate Finance Pty Ltd as at 16 April 2026.
Using a pricing model that incorporates a Monte Carlo simulation and a Black Scholes model and based on the assumptions set out below, the Performance Rights were ascribed the following values:
| ASSUMPTIONS: | CLASS A | CLASS B | CLASS C | CLASS D | CLASS E |
|---|---|---|---|---|---|
| Valuation date | 16 April 2026 | 16 April 2026 | 16 April 2026 | 16 April 2026 | 16 April 2026 |
| Market price of Shares | $0.076 | $0.076 | $0.076 | $0.076 | $0.076 |
| Commencement of vesting period | On issue of the Performance Rights | On issue of the Performance Rights | On issue of the Performance Rights | On issue of the Performance Rights | On issue of the Performance Rights |
| Vesting condition | Refer to Schedule 1 | Refer to Schedule 1 | Refer to Schedule 1 | Refer to Schedule 1 | Refer to Schedule 1 |
| Expiry date (length of time from issue) | The date that is 24 months from the date of issue. | The date that is 24 months from the date of issue. | The date that is 36 months from the date of issue. | The date that is 36 months from the date of issue. | The date that is 36 months from the date of issue. |
| Risk free interest rate | 4.481% | 4.481% | 4.451% | 4.451% | 4.451% |
| Volatility (discount) | 78% | 78% | 78% | 78% | 78% |
| Indicative value per Performance Right | $0.076 | $0.076 | $0.076 | $0.0517 | $0.076 |
| Total Value of Performance Rights | $142,500 | $142,500 | $114,400 | $77,550 | $57,000 |
| - Brian Rodan (Resolution 3) | $47,500 | $47,500 | $38,000 | $25,850 | $19,000 |
| - Paul Angus (Resolution 4) | $57,000 | $57,000 | $45,600 | $31,020 | $22,800 |
| - Keith Murray (Resolution 5) | $38,000 | $38,000 | $30,400 | $20,680 | $15,200 |
Note: The valuation noted above is not necessarily the market price that the Performance Rights could be traded at and is not automatically the market price for taxation purposes.
SIREN GOLD LIMITED
ABN 59 619 211 826
Need assistance?
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 10:00 am (AWST) on Monday, 25 May 2026.
Proxy Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
Lodge your Proxy Form:
Online:
Lodge your vote online at
www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
Control Number: 188741
SRN/HIN:
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
325190_0_COSMOS_Sample_Proxy/000001/000001/1
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.
Proxy Form
Please mark ☐ to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Siren Gold Limited hereby appoint
☐ the Chair of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Siren Gold Limited to be held at Level 2, 41 Ord Street, West Perth, WA 6005 on Wednesday, 27 May 2026 at 10:00 am (AWST) and at any adjournment or postponement of that meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 3, 4, 5, and 6 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 3, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1, 3, 4, 5 and 6 by marking the appropriate box in step 2.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Against | Abstain | |
|---|---|---|---|
| Resolution 1 Adoption of Remuneration Report | ☐ | ☐ | ☐ |
| Resolution 2 Approval of 7.1A Mandate | ☐ | ☐ | ☐ |
| Resolution 3 Approval to Issue Performance Rights to a Director – Brian Rodan | ☐ | ☐ | ☐ |
| Resolution 4 Approval to Issue Performance Rights to a Director – Paul Angus | ☐ | ☐ | ☐ |
| Resolution 5 Approval to Issue Performance Rights to a Director – Keith Murray | ☐ | ☐ | ☐ |
| Resolution 6 Approval to Issue Performance Rights to the CEO – Zane Padman | ☐ | ☐ | ☐ |
| Resolution 7 Re-election of a Director - Brian Rodan | ☐ | ☐ | ☐ |
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s)
This section must be completed.
SNG
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