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STRATA MINERALS LIMITED. Proxy Solicitation & Information Statement 2026
65823_rns_2026-06-02_97a523c6-8afc-4a51-95e9-0d3743631fbe.pdf
Proxy Solicitation & Information Statement
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STRATA MINERALS LTD
ASX:SMX
ASX Announcement
2 June 2026
Letter to Shareholders - General Meeting
Strata Minerals Limited ACN 631 513 696 (ASX:SMX or “the Company”) advises that a General Meeting of Shareholders will be held in person at Level 5, 191 St Georges Tce, Perth, Western Australia on Friday 3 July 2026 at 11.00am (AWST) (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from Strata Mineral’s website at www.stratamineralslimited.com or the Company’s ASX market announcements platform at www.asx.com.au (ASX: SMX).
Please note, in accordance with section 253RA of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice unless Shareholders have already notified the Company that they wish to receive documents such as the Notice in hard copy. If you have any difficulties obtaining a copy of the Notice, please contact the Company’s Share Registry, Automic Registry Services, at [email protected].
Proxy Form
A Proxy Form in relation to the Meeting is included with this letter. Voting on the resolutions at the Meeting is important and Shareholders who are unable to attend the Meeting in person are encouraged to exercise their voting rights by completing and returning the enclosed Proxy Form. Please refer to the full Notice for further important information.
Completed proxy forms must be returned to and received by the Company’s Share Registry, Automic Registry Services, by 11.00am (AWST) on Wednesday, 1 July 2026, by following the lodgement instructions on the proxy form.
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting on +61 2 9299 9690 between 8:30am and 5:00pm (AWST) Monday to Friday or via email at [email protected].
Copies of all Meeting related materials are available to download from Strata Mineral’s website and the Company’s ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.
Authorised for ASX release by the Company Secretary.
CONTACT:
Peter Woods
Managing Director
Strata Minerals Limited
[email protected]
+61 2 9299 9690
Strata Minerals Limited
ASX: SMX
a: Level 5, 191 St Georges Terrace, Perth, WA, 6000
p: +61 2 9299 9690
w: https://stratamineralslimited.com/
e: [email protected]
STRATA MINERALS LIMITED
ACN 631 513 696
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11:00 am (WST)
DATE: Friday, 3 July 2026
PLACE: Level 5, 191 St Georges Terrace, Perth WA 6000
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 Wednesday 1 July 2026.
BUSINESS OF THE MEETING
AGENDA
- RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES IN CONSIDERATION FOR ACQUISITION
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,214,694 Shares to Michael Galea (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 46,779,818 Shares on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 31,995,182 Shares on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 4 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 15,000,000 Options to CPS Capital Group Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement."
Dated: 1 June 2026
Voting Exclusion Statements
| Resolution 1 - Ratification of Prior Issue of Shares in Consideration for Acquisition | Michael Galea (or his nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. |
|---|---|
| Resolution 2 - Ratification of Prior Issue of Shares under Listing Rule 7.1 | The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 3 - Ratification of Prior Issue of Shares under Listing Rule 7.1A | The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 4 - Approval to Issue Lead Manager Options | CPS Capital Group Pty Ltd (or its 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). |
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:
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 2 9299 9690.
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.
1. BACKGROUND
1.1 Background to the Acquisition
On 8 April 2026 the Company announced that it had entered into an agreement to acquire an adjacent tenement (P39/6345) to its existing Zelica Gold Project (the Tenement) from Michael Galea (Tenement Sale Agreement).
Pursuant to the Tenement Sale Agreement, the Company has agreed to issue/pay the following in consideration for the acquisition of the Tenement:
(a) within 5 business days of execution of the Tenement Sale Agreement:
(i) $25,000 worth of fully paid ordinary shares in the capital of the Company (Shares) which are to be subject to voluntary escrow for six months from the date of issue; and
(ii) $38,500 in immediately available funds by way of electronic transfer; and
(b) $37,500 in immediately available funds by way of electronic transfer on completion of the acquisition of the Tenement.
Completion of the acquisition of the Tenement is subject to the satisfaction (or waiver) of the following conditions precedent:
(a) completion of financial, legal and technical due diligence by the Company on the Tenement to the absolute satisfaction of the Company;
(b) the parties obtaining all necessary regulatory approvals or waivers pursuant to the Listing Rules, Corporations Act or any other law to allow the parties to lawfully complete the matters set out in the Tenement Sale Agreement;
(c) the parties obtaining all third party approvals and consents necessary to lawfully complete the matters set out in the Tenement Sale Agreement;
(d) Michael Galea, the Company and, if necessary, under the third party agreements, the relevant third party, executing a deed of assignment and assumption in relation to each third party agreement; and
(e) no event, occurrence or matter, which individually or when aggregated with all such events, occurrences or matters of a similar kind, taking place at any time prior to the date that the last of the conditions precedent is satisfied (or waived by the Company) resulting in, or likely to result in, a material adverse effect on the Tenement, in the opinion of the Company.
The Company confirms that the Tenement Sale Agreement is otherwise on standard terms and conditions for an agreement of its type.
1.2 Placement
On 4 May 2026 the Company announced that it had completed a placement of an aggregate of 78,775,000 Shares at an issue price of $0.02 per Share to new and existing sophisticated and professional investors (Placement Participants) to raise up to $1,570,000 (before costs) (Placement).
The Placement comprised the issue of:
(a) 46,779,818 Shares pursuant to the Company's capacity under Listing Rule 7.1 (being the subject of Resolution 2); and
(b) 31,995,182 Shares pursuant to the Company's placement capacity under Listing Rule 7.1A (being the subject of Resolution 3).
The Shares were issued on 4 May 2026.
The Company intends to apply funds raised under the Placement towards advancing key activities at the Company's Zelica Gold Project in Western Australia, including Exploration and Drilling, Resource Development, Project Development and Working Capital.
1.3 Lead Manager
The Company engaged CPS Capital Group Pty Ltd (CPS Capital) to act as lead manager under the Placement (Lead Manager Mandate). Pursuant to the Lead Manager Mandate, in consideration for the provision of lead manager services, the Company agreed to:
(a) pay CPS Capital a management fee of 2% of the funds raised under the Placement plus GST;
(b) pay CPS Capital a capital raising fee of 4% of the funds raised under the Placement plus GST; and
(c) issue CPS Capital (or its nominees) 15,000,000 unlisted Options on the terms and conditions set out in Schedule 1 (being the subject of Resolution 4).
CPS Capital will also receive a monthly corporate advisory fee of $6,000 plus GST per month for the services performed by CPS Capital and is for a minimum term of six months from the date of the Lead Manager Mandate. The full amount of the six month term is due and payable should the Lead Manager Mandate be terminated by the Company otherwise than for cause.
The Company has agreed that if it seeks to raise equity capital at any time within the 12 month period following the Placement, then CPS Capital shall be given the first right of refusal to exclusively do such further capital raising and shall be paid fees by the Company for doing so equal to the then going market rate charged by stockbrokers and investment bankers in Australia for such similar services.
The Lead Manager Mandate is otherwise on terms considered standard for an agreement of its nature.
2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SECURITIES IN CONSIDERATION FOR ACQUISITION
2.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 1,214,694 Shares to Michael Galea (or his nominee(s)) on 9 April 2026 in consideration for the acquisition of tenement P39/6345.
2.2 Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues
under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
2.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
2.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected | Michael Galea (or his nominee(s)). |
| Number and class of Securities issued | 1,214,694 Shares. |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. |
| Date(s) on or by which the Securities were issued. | 9 April 2026. |
| Price or other consideration the Company received for the Securities | The Shares were issued at a nil issue price, in part consideration for the acquisition of tenement P39/6345 under the Tenement Sale Agreement. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue was to satisfy the Company's obligations under the Tenement Sale Agreement. |
| Summary of material terms of agreement to issue | The Shares were issued under the Tenement Sale Agreement, a summary of which is included at section 1.1. |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
3. RESOLUTIONS 2 AND 3 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE PLACEMENT
3.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 78,775,000 Shares at an issue price of $0.02 per Share to raise $1,570,000 (before costs).
46,779,818 Shares were issued pursuant to the Company's capacity under Listing Rule 7.1 (being, the subject of Resolution 2) and 31,995,182 Shares were issued pursuant to the Company's placement capacity under Listing Rule 7.1A (being the subject of Resolution 3) on 4 May 2026.
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3.2 Listing Rules 7.1 and 7.1A
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 20 November 2025. The Company's ability to utilise the additional 10% capacity is conditional on Resolution 3 being passed at this Meeting.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.
3.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.3 above.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
3.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issue will be excluded in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If these Resolutions are not passed, the issue will be included in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
3.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected | Professional and sophisticated investors who were identified through a bookbuild process, which involved CPS Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. |
| The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. | |
| Number and class of Securities issued | 78,775,000 Shares were issued on the following basis: |
| (a) 46,779,818 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 2); and | |
| (b) 31,995,182 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 3). | |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. |
| Date(s) on or by which the Securities were issued | 4 May 2026. |
| Price or other | $0.02 per Share for Shares issued pursuant to Listing Rule 7.1 |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| consideration the Company received for the Securities | and Listing Rule 7.1A. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue was to raise capital to be applied as set out in section 1.2. |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
4. RESOLUTION 4 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS
4.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 15,000,000 unlisted Options as part consideration for lead manager services provided by CPS Capital under the Lead Manager Mandate.
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
4.2 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. Consequently, the Company will be in breach of the Lead Manager Mandate and may be required to satisfy the issue of Options by other means (i.e., via cash payment).
4.3 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 | CPS Capital (or its nominees). |
| Number of Securities and class to be issued | 15,000,000 Options. |
| Terms of Securities | The Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued | The Company expects to issue the Options within three (3) months of the Meeting. In any event, the Company will not issue any Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the | The Options will be issued at an issue price of $0.0001 per Option. |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Company will receive for the Securities | |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue is to satisfy the Company's obligations under the Lead Manager Mandate. |
| Summary of material terms of agreement to issue | The Options are being issued under the Lead Manager Mandate. A summary of the material terms is set out in section 1.3. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
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GLOSSARY
$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Company means Strata Minerals Limited (ACN 631 513 696).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
CPS Capital means CPS Capital Group Pty Ltd.
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Listing Rules means the Listing Rules of ASX.
Lead Manager Mandate has the meaning given in Section 1.3.
Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Placement has the meaning given in Section 1.2.
Placement Participants has the meaning given in Section 1.2.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Security means a Share or Option (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Tenement has the meaning given in Section 1.1.
Tenement Sale Agreement has the meaning given in Section 1.1.
WST means Western Standard Time as observed in Perth, Western Australia.
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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS
| 1. | Entitlement | Each Option entitles the holder to subscribe for one Share upon exercise of the Option. |
|---|---|---|
| 2. | Exercise Price | Subject to paragraph 10 the amount payable upon exercise of each Option will be $0.03 (Exercise Price). |
| 3. | Issue price | The Options have an issue price of $0.0001 per Option. |
| 4. | Expiry Date | Each Option will expire at 5:00 pm (WST) on the date that is three years from the date of issue (Expiry Date). |
| An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date | ||
| 5. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 6. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. |
| 7. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 8. | Timing of issue of Shares on exercise | Within three (3) months of the Exercise Date, the Company will: |
| (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; | ||
| (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and | ||
| (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. | ||
| If a notice delivered under 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 Options rank equally with the then issued shares of the Company. |
| 10. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time |
| of the reorganisation. | ||
|---|---|---|
| 11. | 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. |
| 12. | Change in exercise price/Adjustment for rights issue | 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. |
| 13. | Transferability | The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. |
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STRATA
MINERALS LTD
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Strata Minerals Limited | ABN 52 631 513 696
Your proxy voting instruction must be received by 11:00am (AWST) on Wednesday, 01 July 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign.
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at
https://portal.automic.com.au/investor/home or
scan the QR code below using your smartphone
Login & Click on 'Meetings'. Use the
Holder Number as shown at the top of this Proxy Voting Form.
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)
SMX
AUTOMIC
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Strata Minerals Limited, to be held at 11:00am (AWST) on Friday, 03 July 2026 at Level 5, 191 St Georges Terrace, Perth WA 6000 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 | |
|---|---|---|---|---|
| 1 | RATIFICATION OF PRIOR ISSUE OF SHARES IN CONSIDERATION FOR ACQUISITION | ☐ | ☐ | ☐ |
| 2 | RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1 | ☐ | ☐ | ☐ |
| 3 | RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1A | ☐ | ☐ | ☐ |
| 4 | APPROVAL TO ISSUE LEAD MANAGER 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. |
STEP 3 - Signatures and contact details
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).