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STRICKLAND METALS LIMITED — Proxy Solicitation & Information Statement 2026
Mar 19, 2026
65869_rns_2026-03-19_d8cde235-f487-45a7-9db2-3fdd9843c9a6.pdf
Proxy Solicitation & Information Statement
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– Extraordinary General Meeting Notice and Proxy Form
Dear Shareholder,
Notice is hereby given that an Extraordinary General Meeting ( Meeting ) of Shareholders of Strickland Metals Limited ( Company or Strickland ) will be held at 12:00PM (WST) (2:00PM AEST) on 22 April 2026 at Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000.
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 and accompanying Explanatory Memorandum ( Notice of Meeting ) to shareholders unless a shareholder has requested a hard copy or made an election for the purposes of 110E of the Corporations Act to receive documents from the Company in physical form. The Notice of Meeting can be viewed and downloaded from the link set out below.
https://www.stricklandmetals.com.au/investors/asx-announcements
Alternatively, the Notice will also be available on the ASX website, ticker code: STK, at the following link:
https://www2.asx.com.au/markets/trade-our-cash-market/historical-announcements
Shareholders who receive their communications electronically will receive an email from the Company’s share registry, Xcend Pty Ltd, with links directing them to this notice and the online voting portal https://investor.xcend.app or otherwise in accordance with instructions set out in the proxy form and the Notice of Meeting.
Alternatively, you can complete and lodge the personalised Proxy From for the Meeting enclosed with this letter.
In order for your proxy to count, you will need to either complete an online proxy, or lodge your completed hard copy Proxy Form as per the instructions on the enclosed Proxy Form, by no later than 12:00PM (WST) 2:00PM (AEST) on 20 April 2026.
The Company strongly encourages all shareholders to lodge their directed proxy votes prior to the Meeting and appoint the Chair as their proxy. All voting at the Meeting will be conducted by poll.
If it becomes necessary or appropriate to make alternative arrangements to those set out in the Notice of Meeting, the Company will notify shareholders accordingly via the Company’s website and the ASX Market Announcements Platform.
The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.
If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Xcend on +61 (2) 8591 8509 or at [email protected].
This ASX announcement was approved and authorised for release by the Managing Director of the Company.
For further information, please contact:
Sleiman Majdoub Company Secretary Phone: +61 (8) 6256 8200 [email protected] stricklandmetals.com.au
STRICKLAND METALS LIMITED
ACN 109 361 195
Notice of Extraordinary General Meeting
TIME: 12:00PM (WST) (2:00PM AEST) DATE: Wednesday, 22 April 2026 PLACE: Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000
This Notice of Meeting and the attached Explanatory Statement 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.
Should you wish to discuss the matters in this notice please do not hesitate to contact the Company Secretary on +61 8 6256 8200.
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The Meeting of the Shareholders of Strickland Metals Limited ACN 109 361 195 (ASX:STK) ( Company ) to which this Notice relates, will be held at 12:00PM (WST) (2:00PM AEST) on Wednesday, 22 April 2026 at Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000.
The Notice is also being made available to Shareholders electronically and can be viewed and downloaded online at the following link:
https://www.stricklandmetals.com.au/investors/asx-announcements
VOTING IN PERSON
To vote in person, you will be required to attend the Meeting on the date and at the place set out above.
You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from the Share Registry will need to verify your identity. You can register from 11:30AM (WST) on the day of the Meeting.
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:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
If a Shareholder wishes to appoint a proxy, they should complete the attached ‘Appointment of Proxy’ form and comply with details set out in that form for lodgement of the form with the Company.
The proxy form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either under the seal of the corporation (in accordance with its Constitution) or under the hand of an attorney duly authorised in writing or otherwise signed in accordance with the Corporations Act.
If any attorney or authorised officer signs the proxy form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the proxy form. To vote by proxy, please use one of the following methods
To vote by proxy, please use one of the following methods:
| Online | You can lodge your proxy vote online by scanning the QR code with your tablet or mobile, or enter the URL below in your internet browser https://investor.xcend.app/sha You can also vote by the following: •Registered User: enter your existing username & password and click voting. •New User: firstly register at: http://investor.xcend.app/register then once logged in, you may proceed to vote. |
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| By Post | Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225 |
| By Email | [email protected] |
Proxy instructions must be received no later than 48 hours before the commencement of the Meeting.
Proxy forms received later than this time will be invalid.
Voting Intention of the Chair for all Resolutions
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change his voting intention on any resolution, in which case an ASX announcement will be made.
Technical Difficulties
Technical difficulties may arise during the course of the Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.
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Questions
Shareholders are also encouraged to submit questions in advance of the Extraordinary General Meeting to the Company. Questions must be submitted in writing to the Company Secretary, at [email protected] at least 48 hours before the Meeting. However, Shareholders will be given an opportunity to ask questions on the day of the meeting.
NOTICE OF MEETING
Notice is given that an Extraordinary General Meeting of Shareholders will be held at 12:00PM (WST) (2:00PM AEST) on Wednesday, 22 April 2026 at Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000.
The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the proxy form are part of this Notice.
The Directors have determined, pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the Meeting are those who are registered shareholders of the Company at 7:00PM (AEST) on Monday, 20 April 2026.
The Company encourages all Shareholders to vote by proxy in advance of the Meeting.
Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.
AGENDA
ORDINARY BUSINESS
1. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 343,208,970 Shares at an issue price of $0.16 per Share to Sophisticated Investors, institutional and professional investors, and otherwise on the terms and conditions set out in the Explanatory Statement”.
Voting Exclusion Statement : The Company will disregard any votes cast in favour on this Resolution by or on behalf of any person who participated in the issue which is the subject of this Resolution and any person who is an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as a proxy for a person who is entitled to vote on this Resolution, in accordance with the directions to the proxy or attorney to vote on the resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
2. RESOLUTION 2 – ISSUE OF TRANCHE 2 PLACEMENT SHARES TO TRENT FRANKLIN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:
“That for the purposes of Listing Rule 10.11, and for all other purposes, Shareholder approval is given for the issue of up to 625,000 Shares at a price of $0.16 per Share to Trent Franklin (or his nominee) on the terms and conditions contemplated in the Explanatory Statement.”
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Voting Exclusion Statement : The Company will disregard any votes cast in favour on this Resolution by Trent Franklin and any other person who may obtain a benefit as a result of the passing of this Resolution (other than a benefit solely in the capacity as a security holder in the Company), and any of his Associates.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as a proxy for a person who is entitled to vote on this Resolution, in accordance with the directions to the proxy or attorney to vote on this Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
3. RESOLUTION 3 – ISSUE OF TRANCHE 2 PLACEMENT SHARES TO ANTHONY MCCLURE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:
“That for the purposes of Listing Rule 10.11, and for all other purposes, Shareholder approval is given for the issue of up to 625,000 Shares at a price of $0.16 per Share to Anthony McClure (or his nominee) on the terms and conditions contemplated in the Explanatory Statement.”
Voting Exclusion Statement : The Company will disregard any votes cast in favour on this Resolution by Anthony McClure and any other person who may obtain a benefit as a result of the passing of this Resolution (other than a benefit solely in the capacity as a security holder in the Company), and any of his Associates.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as a proxy for a person who is entitled to vote on this Resolution, in accordance with the directions to the proxy or attorney to vote on this Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
4. OTHER BUSINESS
To consider any other business that may be validly brought before the Meeting.
DATED: 20 MARCH 2026
BY ORDER OF THE BOARD
SLEIMAN MAJDOUB COMPANY SECRETARY STRICKLAND METALS LIMITED
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ENTITLEMENT TO VOTE
Who may vote?
Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that for the purpose of the Meeting, all shares in the Company shall be taken to be held by the persons who held them as registered Shareholders at 7:00PM (AEST) on 20 April 2026 ( Entitlement Time ).
All holders of ordinary shares in the Company as at the Entitlement Time are entitled to attend and vote at the Meeting.
Transactions registered after that time will be disregarded in determining a Shareholder’s entitlement to attend and vote at the Meeting.
PROXIES
Please note that:
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(a) a Shareholder of the Company who is entitled to attend and cast a vote at the Meeting has a right to appoint a proxy;
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(b) the appointment may specify the proportion or number of votes that the proxy may exercise;
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(c) a Shareholder who is entitled to cast two or more votes at the Meeting may appoint two proxies and must specify the proportional number of votes each proxy is appointed to exercise;
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(d) if the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half the votes;
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(e) a proxy need not be a Shareholder of the Company;
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(f) if a Shareholder wishes to appoint two proxies, they should contact the Company for another proxy form; and
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(g) unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.
If a Shareholder wishes to appoint a proxy, they should complete the attached ‘Appointment of Proxy’ form and comply with details set out in that form for lodgement of the form with the Company.
The proxy form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either under the seal of the corporation (in accordance with its Constitution) or under the hand of an attorney duly authorised in writing or otherwise signed in accordance with the Corporations Act.
If any attorney or authorised officer signs the proxy form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the proxy form.
The proxy form must be received not less than 48 hours before the time for holding the Meeting (i.e. by no later than 12:00PM (WST) (2:00PM AEST) on 20 April 2026) in the following manner:
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| Online | You can lodge your proxy vote online by scanning the QR code with your tablet or mobile, or enter the URL below in your internet browser https://investor.xcend.app/sha You can also vote by the following: •Registered User: enter your existing username & password and click voting. •New User: firstly register at: http://investor.xcend.app/register then once logged in, you may proceed to vote. |
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| By Post | Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225 |
| By Email | [email protected] |
If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide to the Share Registry prior to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.
EXPLANATORY STATEMENT
This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains background information pertaining to the Resolutions to be considered at the Meeting as well as information required to be given to Shareholders under the Listing Rules in relation to the Resolutions.
It is given to Shareholders to help them determine how to vote on the Resolutions set out in the Notice of Meeting.
Shareholders should read this Explanatory Statement in full and in conjunction with the other sections of this Notice, in order to gain a comprehensive understanding of the Resolutions proposed in the Notice.
If you are in doubt about what to do in relation to a Resolution, you should consult your financial or other professional adviser.
1. RESOLUTION 1 - RATIFICATION OF TRANCHE 1 PLACEMENT SHARES
1.1 Background
On 4 February 2026, the Company announced it had successfully received commitments for an institutional placement raising A$55 million (before costs) from new and existing institutional and sophisticated investors ( Placement ).
The funds raised will be used predominantly for:
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Delivery of an additional 70,000m of resource and exploration drilling at the Company’s Rogozna Project in 2026, with the aim of supporting mining studies and delivering updated Resource estimates in late 2026 for Shanac, Gradina and Copper Canyon, and further targeted exploration drilling at Red Creek following the discovery hole;
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Completion of an ongoing internal scoping study in the first half of 2026 to support further study work and delivery of a Pre-Feasibility Study for Rogozna in the first half of 2027; and
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• General working capital to provide balance sheet flexibility, in addition to costs associated with the equity raising.
The above is a statement of current intentions at the date of this Notice. 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.
The Company has received firm commitments for a A$55 million placement at A$0.16 per share.
The Placement was supported by both existing shareholders and new investors with strong demand received from both domestic and offshore institutions.
ISIHC Ltd (a subsidiary of Ibaera Capital Fund LP) participated pro-rata to maintain its shareholding at 16.6% and Zijin participated for A$5m to increase its shareholding to from 3.3% to 4.0%.
343,208,970 fully paid ordinary shares were issued to institutional, professional and sophisticated investors who are not Directors of the Company ( Tranche 1 Placement Shares ) using the Company’s available placement capacity (under ASX Listing Rule 7.1).
1,250,000 fully paid ordinary Shares to Directors under the Placement ( Tranche 2 Placement Shares ) will be issued subject to shareholder approval.
Settlement of the Tranche 1 Placement Shares occurred on Tuesday 10 February 2025 with Tranche 1 Placement Shares issued on Wednesday 11 February 2025.
The Tranche 2 Placement Shares are expected to be issued two business days immediately after the date of this Meeting assuming Resolutions 2 and 3 are approved by shareholders.
All Shares issued under the Placement will rank pari passu with existing Strickland ordinary shares.
Macquarie Capital (Australia) Limited and Jett Capital Advisors LLC acted as joint lead managers to the Placement, with Macquarie Capital (Australia) Limited also acting as sole book runner to the Placement. Blue Ocean Equity Securities acted as a co-manager to the Placement.
1.2 Subsequent approval of an issue of Securities under Listing Rule 7.4 and 7.5
Listing Rule 7.1 requires Shareholder approval for the proposed issue of securities in the Company where such issue represents more than 15% of the Company’s securities then on issue within the 12 month period immediately prior to the date of that issue or the date of agreement to effect that issue ( 15% Threshold ).
Listing Rule 7.4 permits the ratification of previous issues of securities made without Shareholder approval, provided such issue, in aggregate with any other applicable issues of Equity Securities by the Company, did not breach the 15% Threshold.
Shareholder ratification of an issue of securities under Listing Rule 7.4 enables the Company capacity to issue further securities up to the 15% Threshold, without additional Shareholder approval (but still subject to any other approval required under the Listing Rules), to the extent of the securities that were the subject of that ratification.
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Listing Rule 7.4 stipulates that an issue of Equity Securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with it is subsequently approved by Shareholders.
The issue of the Tranche 1 Placement Shares 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 uses part of the Company’s 15% capacity in Listing Rules 7.1.
1.3 Technical information required by Listing Rule 14.1A
If this Resolution is not approved it reduces 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 issue of the Tranche 1 Placement Shares.
If this Resolution is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% Threshold, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
1.4 Additional disclosure
The following information in relation to the Tranche 1 Placement Shares, the subject of this Resolution, is provided to the Shareholders for the purposes of Listing Rule 7.5:
(a) Equity Securities issued
343,208,970 Tranche 1 Placement Shares were issued under the Company’s Listing Rule 7.1 capacity ratification of which is sought under Resolution 1).
(b) Issue price
The Tranche 1 Placement Shares were issued at $0.16 per Share.
The Company received an aggregate $54,913,435.20 (before costs) as consideration for the issue of the Tranche 1 Placement Shares which are the subject of this Resolution.
(c) Issue date
The Tranche 1 Placement Shares were issued on 11 February 2026.
(d) Terms
The Tranche 1 Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.
(e) Persons to whom Equity Securities were issued
The Tranche 1 Placement Shares were issued to Sophisticated Investors, professional and institutional investors who are not Related Parties of the Company.
The participants in the Placement were introduced by:
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(i) Macquarie Capital (Australia) Limited and Jett Capital Advisors LLC who acted as joint lead managers to the Placement;
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(ii) Blue Ocean Equity Securities who acted as a co-manager to the Placement, or
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(iii) or were prospective investors already known to the Company.
The participants were identified through a bookbuild process, which involved the lead managers seeking expressions of interest from Sophisticated Investors, professional and institutional investors to participate in the Placement.
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ISIHC Ltd who is a substantial holder of the Company participated in the Placement and was issued more than 1% of the issued capital of the Company.
In accordance with paragraph 7.2 of the ASX Guidance Note 21, apart from the participation of ISIHC Ltd mentioned above, the Company confirms that none of the recipients were:
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(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
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(ii) issued more than 1% of the issued capital of the Company.
(f) Use of funds raised
A summary of the intended use of funds raised from the Placement is in Section 1.1 above.
(g) Material Terms of an agreement to which securities were issued
There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares.
1.5 Voting Exclusion Statement
Particulars as to the persons not permitted to vote on this Resolution, and whose votes will be disregarded if cast on this Resolution, are set out in the Notice.
1.6 Recommendation of Directors
Each Director recommends that Shareholders vote in favour of this Resolution.
Each Director confirms that he has no personal interest in the outcome of this Resolution.
2. RESOLUTIONS 2 AND 3 – ISSUE OF TRANCHE 2 PLACEMENT SHARES TO DIRECTORS
2.1 Background
Pursuant to the Placement summarised in Section 1.1 above, the Company received the support of its Directors in the Placement, and the issue of the Shares under the Placement to Directors is subject to Shareholder Approval.
Trent Franklin and Anthony McClure (and/or their nominees) have, subject to shareholder approval agreed to invest collectively a total of $200,000 under the Placement being 1,250,000 Tranche 2 Placement Shares.
The Tranche 2 Placement Shares comprise:
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(a) 625,000 Shares at an issue price of $0.16 to Mr Franklin (or his nominee), approval of which is pursuant to Resolution 2; and
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(b) 625,000 Shares at an issue price of $0.16 to Mr McClure (or his nominee), approval of which is pursuant to Resolution 3.
The Company is now seeking Shareholder approval under Resolutions 2 and 3 to issue a total of 1,250,000 Shares under the Placement to Trent Franklin and Anthony McClure (and/or their nominees) pursuant to Listing Rule 10.11.
Resolution 2 and Resolution 3 are separate ordinary resolutions.
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2.2 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
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(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
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(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of either being a Director.
The Directors (other than Mr Franklin who has a material personal interest in Resolution 2) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 2 because the Tranche 2 Placement Shares will be issued to Mr Franklin on the same terms as Shares offered to the unrelated Placement participants, and as such the giving of the financial benefit is on arm’s length terms.
The Directors (other than Mr McClure who has a material personal interest in Resolution 3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 3 because the Tranche 2 Placement Shares will be issued to Mr McClure on the same terms as Shares offered to the unrelated Placement participants, and as such the giving of the financial benefit is on arm’s length terms.
2.3 Requirement for Shareholder Approval
Listing Rule 10.11 requires that unless an exception applies, an entity must not without the prior approval of its shareholders, issue or agree to issue Equity Securities to:
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(a) a Related Party of the entity;
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(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the entity;
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(c) a person who is or was at any time in the 6 months before the issue or agreement a substantial (10%) holder in the entity and who has nominated a director to the board of the entity pursuant to a relevant agreement which gives then a right or expectation to do so;
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(d) an associate of a person referred to in (a) to (c) above; or
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(e) a person whose relationship with the entity or a Related Party is, in ASX’s opinion, such that approval of shareholders should be obtained.
Trent Franklin and Anthony McClure are Related Parties of the Company by virtue of being Directors.
2.4 Technical information required by Listing Rule 14.1A
Should Resolutions 2 and 3 not be approved, the Company will not issue the Tranche 2 Placement Shares to the Directors or their nominees and the Company will be required to refund funds deposited to Directors as part of their participation under the Placement and this may affect the Company’s exploration plans.
Should Resolutions 2 and 3 be passed, the Company will be able to proceed with the issue of a total of 1,250,000 Tranche 2 Placement Shares to Messrs Franklin and McClure (or their nominees) within one month of receiving such approval (or such later date as permitted by an ASX waiver or modification of the Listing Rules) and will raise additional funds under the Placement. As approval under Listing Rule 7.1 is not required for the issue (because approval is
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being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.
2.5 Information required by Listing Rule 10.13
For the purpose of Listing Rule 10.13, the following information in relation to the Tranche 2 Placement Shares the subject of Resolutions 2 and 3 is provided:
(a) Parties to whom the securities will be issued
Trent Franklin and Anthony McClure or their nominees.
(b) Maximum number of securities to be issued
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Resolution 2 – Trent Franklin: 625,000 Tranche 2 Placement Shares.
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Resolution 3 – Anthony McClure: 625,000 Tranche 2 Placement Shares.
(c) Date of issue
The Company intends to issue the Tranche 2 Placement Shares the subject of Resolutions 2 and 3 on the day immediately after the date of upon which Resolutions 2 and 3 are duly approved or in any event, within one month from the date on which Resolutions 2 and 3 are duly approved.
(d) Relationship of Related Party and Listing Rule Category
Trent Franklin and Anthony McClure are Directors of the Company and are therefore related parties under 10.11.1 of the ASX Listing Rules. In the event the Tranche 2 Placement Shares are issued to a nominee of either Messrs Franklin or McClure, that nominee will fall into the category stipulated by Listing Rule 10.11.4.
(e) Issue price and terms of issue
The Tranche 2 Placement Shares to be issued will be issued at $0.16 per Share (the same price as the Placement). The Tranche 2 Placement Shares to be issued will be fully paid ordinary shares in the capital of the Company and will be issued on the same terms and conditions as the Company’s existing Shares.
The Company will receive:
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Resolution 2 – Trent Franklin: $100,000 (before costs); and
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Resolution 3 – Anthony McClure: $100,000 (before costs),
as consideration for the issue of the Tranche 2 Placement Shares which are the subject of Resolutions 2 and 3.
The value of the Tranche 2 Placement Shares proposed to be issued are also set out above, based on a valuation of $0.16 per Tranche 2 Placement Share (being the issue price of Shares issued under the Placement, which is equivalent to the price at which Tranche 1 Placement Shares were issued to unrelated participants in the Placement).
(f) Use of funds raised
A summary of the intended use of funds raised from the Placement is in Section 1.1 above.
The issue of Shares to Directors under Resolutions 2 and 3 is not intended to remunerate and incentivise the Directors as part of their remuneration package.
(g) Material Terms of an agreement to which securities were issued
The Tranche 2 Placement Shares which are the subject of Resolutions 2 and 3 were not issued under an agreement. The Tranche 2 Placement Shares will be issued to the parties named above or their nominees as part of their subscription under the Placement.
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2.6 Voting Exclusion Statement
A description of the persons not permitted to vote on Resolutions 2 and 3 and whose votes will be disregarded if cast on Resolutions 2 and 3, are set out in the Notice.
2.7 Recommendation of Directors
Each Director (with the exception of Trent Franklin who has a material interest in Resolution 2) recommends that Shareholders vote in favour of Resolution 2. Each Director (with the exception of Trent Franklin) confirms that they have no personal interest in the outcome of Resolution 2.
Each Director (with the exception of Anthony McClure who has a material interest in Resolution 3) recommends that Shareholders vote in favour of Resolution 3. Each Director (with the exception of Anthony McClure) confirms that they have no personal interest in the outcome of Resolution 3.
13
GLOSSARY
For the purposes of this Notice, the following terms have the meanings prescribed below:
| $ | means Australian dollars. |
|---|---|
| AEST | means Australian Eastern Standard Time. |
| Associate | has the meaning given in Listing Rule 19.12. |
| ASX | means ASX Limited (ACN 008 624 691) or the securities exchange |
| market operated by it, as the context requires. | |
| Board | means the board of directors of the Company as constituted from time to |
| time. | |
| Chair | means the person chairing the Meeting. |
| Companyor | means Strickland Metals Limited (ACN 109 361 195) |
| Strickland | |
| Constitution | the constitution of the Company (as amended from time to time). |
| Corporations Act | means the_Corporations Act_ 2001(Cth). |
| Director | means a director of the Company as at the date of this Notice. |
| Equity Security | has the meaning given in Listing Rule 19.12. |
| Explanatory | means the section entitled “Explanatory Statement” of this Notice, |
| Statement | forming part of the Notice. |
| Key Management | has the same meaning as in the accounting standards issued by the |
| Personnel | Australian Accounting Standards Board and means those persons |
| having authority and responsibility for planning, directing and controlling | |
| the activities of the Company, or if the Company is part of a consolidated | |
| entity, of the consolidated entity, directly or indirectly, including any | |
| Director (whether executive or otherwise) of the Company, or if the | |
| Company is part of a consolidated entity, of an entity within the | |
| consolidated group. | |
| Listing Rules | means the listing rules of the ASX as amended from time to time. |
| Meeting | means the general meeting of Shareholders convened pursuant to this |
| Notice. | |
| NoticeorNotice of | means the notice convening this Meeting as set out in this document. |
| Meeting |
| Option | means an option to acquire one or more Shares. |
|---|---|
| Ordinary Resolution | means a resolution of Shareholders that is approved by a simple majority |
| of the votes cast by Shareholders present at the Meeting (whether in | |
| person or by proxy) and entitled to vote on that resolution. | |
| Placement | has the meaning given in Section 1.1. |
| Proxy Form | means the proxy form attached to this Notice and any personalised proxy |
| form sent to Shareholders alongside this Notice. | |
| Related Party | has the meaning given to that term in Listing Rule 19.12. |
| Resolution | means a resolution set out in the Notice. |
| Securities | means any Equity Securities of the Company (including Shares, Options |
| and/or Performance Rights). | |
| Share Registry | means Xcend Pty Ltd (ACN 662 440 959). |
| Share | means a fully paid ordinary share in the issued share capital of the |
| Company. | |
| Shareholder | means a person recorded on the register of members maintained by the |
| Company pursuant to sections 168 and 169 of the Corporations Act as | |
| a holder of one or more Shares. | |
| Tranche 1 Placement | has the meaning given in Section 1.1. |
| Shares | |
| Tranche 2 Placement | has the meaning given in Section 1.1. |
| Shares | |
| VWAP | means volume weighted average price. |
| WST | means Western Standard Time. |
15
CORPORATE DIRECTORY
Board of Directors
Anthony McClure, Chairman
Paul L’Herpiniere, Managing Director
Trent Franklin, Non-Executive Director
Jonathan Hronsky, Non-Executive Director
Richard Pugh, Non-Executive Director
Company Secretary
Sleiman Majdoub
Registered Office
Suite 3.03, Level 3, 220 St Georges Terrace
Perth WA 6000
Phone: +61 8 6256 8200
Company Website
www.stricklandmetals.com.au
Share Registry
Xcend Pty Ltd
Level 2, 477 Pitt Street
HAYMARKET NSW 2000
Phone: +61 (2) 8591 8509 Email: [email protected] Website: www.xcend.co
STRICKLAND METALS LIMITED ACN 109 361 195
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«EntityRegistrationDetailsLine1Envelope» «EntityRegistrationDetailsLine2Envelope» «EntityRegistrationDetailsLine3Envelope» «EntityRegistrationDetailsLine4Envelope» «EntityRegistrationDetailsLine5Envelope» «EntityRegistrationDetailsLine6Envelope»
Your Extraordinary General Meeting Proxy Form
Proxy Voting Instructions
Appointment of a Proxy
A proxy is someone you appoint to attend the meeting and vote on your behalf. You don't need to attend the meeting yourself.
Step 1: Decide Who Will Be Your Proxy
How to Lodge a Proxy
Online (Recommended Fastest)
Method 1: Scan QR Code
Use your phone or tablet to scan the QR code on your proxy form.
You have two options:
OPTION A: Appoint the Chair of the Meeting
-
Simply cross the box marked "The Chair of the Meeting"
-
The Chair of the Meeting will vote according to your directions
-
If you don't give directions, the Chair of the Meeting intends to vote in FAVOUR of all resolutions
OPTION B: Appoint Someone Else
-
Write the full name of the person you want to appoint
-
They must attend the meeting to vote on your behalf
Method 2: Go to Website
Visit: https://investor.xcend.app/sha
- They can be another shareholder or anyone you choose
Important: If you hold 2 or more votes, you can appoint up to TWO proxies by using separate proxy forms.
Step 2: Direct How Your Proxy Should Vote
For each resolution, mark ONE box only with an "X"
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| You support the resolution | You oppose the resolution | You don't want to vote | |
| Voting Exclusions and Prohibitions |
Select: Strickland Metals Limited Enter HIN/SRN: «AccountNumber» Enter Postcode: if within Australia or Select Country: if outside Australia
Method 3: Registered Users
Visit https://investor.xcend.app Enter your username and password, then click Voting
Refer to the Notice of Meeting for detailed information of the voting exclusions.
Step 3: Sign the Proxy Form
You must sign the form correctly or it will be invalid:
| If you are | You must |
|---|---|
| Individual shareholder | Sign your name. |
| Joint shareholders | All must sign. |
| Corporate shareholder | Sign by authorised officer(s). Sole Director/Secretary; or Sole Director (where no Secretary exists); or two Directors; or Director + Secretary. Print name and position below signature. |
| Power of Attorney | Sign by authorised attorney. Power of Attorney must be lodged with the Share Registrar for notation. If not already lodged, attach a certified copy to this form. |
| Nominee/Custodian | Sign by authorised signatory(s). Attach a custodial certificate to this form. |
-
Scan your completed and signed proxy
-
form
-
Email to: [email protected]
Post
Mail your completed and signed proxy form to:
Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225 Allow extra time for postal delivery
Attending the Meeting
| Date and time | Wednesday 22 April 2026 at 12:00pm (WST) (2:00pm AEST) |
|---|---|
| Location | Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000 |
| Arriving at the Meeting & What to Bring |
• Arrive early (15-30mins before the meeting time) to allow for registration • Go to the registration desk • Present your proxy form - helps with registration • Photo ID - may be required • Corporate Representative Form – if attending on behalf of a company |
DEADLINE: Monday 20 April 2026 at 12:00pm (WST) (2:00pm AEST) (48 hours before the meeting)
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SRN/HIN: «AccountNumber»
If Your Address is Incorrect
Registered Name & Address
«EntityRegistrationDetailsLine1Envelope»
«EntityRegistrationDetailsLine2Envelope»
«EntityRegistrationDetailsLine3Envelope»
«EntityRegistrationDetailsLine4Envelope»
«EntityRegistrationDetailsLine5Envelope»
«EntityRegistrationDetailsLine6Envelope»
• Update it in the space provided on the proxy form, OR • If your shares are broker-sponsored (HIN starts with 'X'), contact your broker
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Your Proxy Form - Strickland Metals Limited
Extraordinary General Meeting April 2026
I/We, being member(s) of Strickland Metals Limited ("Company") and entitled to attend and vote, hereby appoint:
The Chair of the Meeting Name of Proxy (If you are NOT appointing the Chair of (Mark box with an X) OR the Meeting, write the name of the person or body corporate)
or failing the person or body corporate named, or if no person or body corporate is named above, the Chair of the Meeting, as my/our proxy to vote on my/our behalf at the Extraordinary General Meeting on Wednesday 22 April 2026 at 12:00pm (WST) (2:00pm AEST) at Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000 (including any postponement or adjournment).
The proxy must vote as directed below or, if no directions are given, may vote as they see fit to the extent permitted by law.
The Chair of the Meeting intends to vote undirected proxies in FAVOUR of all Resolutions.
For each resolution: Mark ONE box with an "X" to vote all shares OR write number of shares in each box to split your vote.
Resolutions
Fo r Against Abstain
-
1 Ratification of Tranche 1 Placement Shares
-
2 Issue of Tranche 2 Placement Shares to Trent Franklin
-
3 Issue of Tranche 2 Placement Shares to Anthony McClure
| By signing this form, I/we confirm my/our authority to appoint the named proxy with voting directions as indicated above and hereby revoke | ||
| any previously lodged proxy for this meeting. | ||
| Please Sign and Return | *** This section must be completed.** | Securityholder 1 Sole Director/Sole Company Secretary Joint Securityholder 2 Director/Company Secretary Joint Securityholder 3 Director/Company Secretary Print Name of Securityholder Print Name of Securityholder Print Name of Securityholder Update your communication details: Email Address Phone Number (Contactable during business hours) |
| By providing your email address, you consent to receive all future Securityholder communications electronically. |