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SUN SILVER LIMITED Proxy Solicitation & Information Statement 2026
65861_rns_2026-04-23_71c2900b-6915-440e-bcd0-677b10558d0c.pdf
Proxy Solicitation & Information Statement
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SUN SILVER
24 April 2026
Dear Shareholder
ANNUAL GENERAL MEETING – NOTICE AND PROXIES
You are invited to attend the Annual General Meeting (Meeting) of Sun Silver Limited (the Company), which will take place at Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000 on Monday, 25 May 2026 at 10.00am AWST.
Notice of Annual General Meeting
In accordance with the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting (Notice) to shareholders unless a shareholder has previously requested a hard copy. Instead, a copy of the Notice is available on the Company's website at www.sunsilver.com.au and has also been lodged on the Company's ASX market announcements platform at www.asx.com.au (ASX: SS1).
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice. In order to receive electronic communications from the Company in the future, please update your Shareholder details online at https://investor.automic.com.au/#/home and log in with your unique shareholder identification number and postcode (or country for overseas residents).
The Notice 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 please contact the Company's share registry, Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (Overseas).
The resolutions for the Meeting will be decided via a poll. The poll will be conducted based on votes submitted by proxy, together with any votes cast at the Meeting.
Voting at the Meeting
To vote in person, please attend the Meeting at the time, date and place set out above.
How to submit your vote in advance of the Meeting
Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or by returning the attached proxy form:
By email: [email protected]
By fax: +61 2 8583 3040
By mail: Automic
GPO Box 5193
Sydney NSW 2001
Your proxy voting instruction must be received by 10.00am AWST on Saturday, 23 May 2026, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.
The release of the Notice, and accompanying documents, has been authorised by the Board of Sun Silver Limited.
We look forward to your participation at the Meeting in the manner outlined above and thank you for your continued support.
Yours sincerely
James Doyle
Company Secretary
Sun Silver Limited
1/1 Tully Road, East Perth
Western Australia 6004
www.sunsilver.com.au
Sun Silver Limited
ACN 665 307 433
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held as follows:
Time and date: 10:00am (AWST) on Monday, 25 May 2026
In-person: Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on (08) 6166 9433.
Shareholders are urged to vote by lodging the Proxy Form
3442-0832-9529, v. 3
Sun Silver Limited
ACN 665 307 433
(Company)
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Shareholders of Sun Silver Limited will be held at Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000 on Monday, 25 May 2026 at 10:00am (AWST) (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 23 May 2026 at 10:00am (AWST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report.
Note: there is no requirement for Shareholders to approve the Annual Report.
2 Resolutions
Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:
'That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum.'
Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Election of Director – Nathan Marr
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That, Nathan Marr, who retires by rotation pursuant to and in accordance with Article 7.2(b)(iv) of the Constitution, Listing Rule 14.5 and for all other purposes, being eligible, is re-elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.'
Resolution 3 – Approval of 7.1A Mandate (additional 10% placement capacity)
To consider and, if thought fit, to pass with or without amendment, as a special resolution, the following:
'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up 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 on the terms and conditions in the Explanatory Memorandum.'
3 Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a) Resolution 3: if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates.
The above voting exclusion does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(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.
4 Voting prohibitions
Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) 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.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
(a) the person 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 does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy
3442-0832-9529, v. 3
even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
BY ORDER OF THE BOARD
James Doyle
Company Secretary
Sun Silver Limited
Dated: 17 April 2026
3442-0832-9529, v. 3
Sun Silver Limited
ACN 665 307 433
(Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000 on Monday, 25 May 2026 at 10:00am (AWST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| Section 2 | Action to be taken by Shareholders |
|---|---|
| Section 3 | Annual Report |
| Section 4 | Resolution 1 – Remuneration Report |
| Section 5 | Resolution 2 – Election of Director – Nathan Marr |
| Section 6 | Resolution 3 – Approval of 7.1A Mandate (additional 10% placement capacity) |
| Schedule 1 | Definitions |
A Proxy Form is made available with the Explanatory Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution.
2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form
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to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
(c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
(b) the appointed proxy is not the chair of the meeting;
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and
(d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 10:00am (AWST) on Saturday, 23 May 2026, being not later than 48 hours before the commencement of the Meeting.
2.3 Chair's voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances,
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the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made.
If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1 even though this Resolution is connected directly or indirectly with the remuneration of the Company's Key Management Personnel.
2.4 Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by no later than 5 Business Days before the Meeting.
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).
3. Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 31 December 2025.
There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report which is available online at https://www.sunsilver.com.au/;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:
(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.
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The Company will not provide a hard copy of the Company's Annual Report to Shareholders unless specifically requested to do so.
4. Resolution 1 – Remuneration Report
4.1 General
In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 31 December 2025 in the 2025 Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
If the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.
The Company's Remuneration Report did not receive a Strike at the 2025 annual general meeting held on 29 May 2025. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2027 annual general meeting, this may result in the re-election of the Board.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.
4.2 Additional information
Resolution 1 is an ordinary resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.
5. Resolution 2 – Election of Director – Nathan Marr
5.1 General
Article 7.2(b) of the Constitution and Listing Rule 14.5 both provide that there must be an election of directors at each annual general meeting of the Company. In accordance with Article 7.2(b)(iv) of the Constitution, if no person or Director is standing for election or re-election in accordance with Articles 7.2(b)(i) to (iii) of the Constitution, then this requirement can be satisfied by any Director who wishes to retire and stand for re-election.
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Article 7.3 of the Constitution provides that a retiring Director holds office until the conclusion of that meeting at which that Director retires but is eligible for re-election. All the Directors (excluding the Managing Director) were last elected at the Company's 2025 annual general meeting held on 29 May 2025. Nathan Marr has agreed to retire as a Director at this Meeting and, being eligible and offering himself for election, seeks re-election pursuant to Resolution 2.
If Resolution 2 is passed, Mr Marr will be elected as a Director of the Company with effect from the conclusion of the Meeting.
If Resolution 2 is not passed, Mr Marr will not be elected as a Director of the Company.
5.2 Nathan Marr
Nathan Marr is a mining executive who holds a Bachelor of Science – Metallurgy and Chemistry. He has over 32 years' mining experience across process engineering, design, construction, commissioning, project management, operations and corporate asset management for gold/silver, gold, gold/copper, nickel, copper, iron ore (magnetite and hematite), tungsten projects across the globe.
Mr Marr was the senior process engineer for the development of Manantial Espejo silver project in Argentina, producing 4.1Moz of silver and 60,000oz of gold per year, and the Hidden Valley Silver Gold project in Papua New Guinea, producing the equivalent of 3.5Moz of silver and 250,000oz of gold per year.
Mr Marr does not currently hold any other material directorships, other than as disclosed in this Notice.
Mr Marr is considered by the Board (with Mr Marr abstaining) to be an independent Director. Mr Marr is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgment to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party.
Mr Marr has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.
5.3 Board recommendation
The Board (other than Mr Marr who has a personal interest in the outcome of this Resolution) supports the election of Mr Marr for the following reasons:
(a) Mr Marr's technical skills and significant experience across process engineering, design, construction commissioning, project management, operations and corporate asset management for gold/silver, gold, gold/copper, nickel, copper, iron ore (magnetite and hematite), tungsten projects is an important component to the Board's skills and experience; and
(b) Mr Marr's contribution to the Board's activities to date have been invaluable and Mr Marr will continue to enhance the Board's ability to perform its role.
5.4 Additional information
Resolution 2 is an ordinary resolution.
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6. Resolution 3 – Approval of 7.1A Mandate (additional 10% placement capacity)
6.1 General
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 period.
Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1.
Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).
If Resolution 3 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 Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1.
6.2 Listing Rule 7.1A
(a) Is the Company an eligible entity?
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has an undiluted market capitalisation of approximately $276.0 million, based on the closing price of Shares $1.500 on 16 April 2026.
(b) What Equity Securities can be issued?
Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity.
As at the date of this Notice, the Company has one quoted class of Equity Securities, being Shares.
(c) How many Equity Securities can be issued?
Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:
$$
(A \times D) - E
$$
Where:
A = is the number of Shares on issue at the commencement of the Relevant Period:
(A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17;
(B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
(1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
(2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
(C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
(1) the agreement was entered into before the commencement of the Relevant Period; or
(2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
(D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;
(E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and
(F) less the number of fully paid Shares cancelled in the Relevant Period.
Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.
D = is 10%.
E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.
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(d) What is the interaction with Listing Rule 7.1?
The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.
(e) At what price can the Equity Securities be issued?
Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued, (Minimum Issue Price).
(f) When can Equity Securities be issued?
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of:
(i) the date that is 12 months after the date of the Meeting;
(ii) the time and date of the Company's next annual general meeting; or
(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
(10% Placement Period).
(g) What is the effect of Resolution 3?
The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.
6.3 Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:
(a) Final date for issue
The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) above).
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(b) Minimum issue price
Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 6.2(e) above).
(c) Purposes of issues under the 10% Placement Facility
The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.
(d) Risk of economic and voting dilution
Shareholders should note that there is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
If this Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of convertible Securities, only if the convertible Securities are converted into Shares).
The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (refer to Section 6.2(c) above) as at the date of this Notice (Variable A), with:
(i) two examples where Variable A has increased by 50% and 100%; and
(ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.
| Shares (Variable A in Listing Rule 7.1A.2) | Dilution | |||
|---|---|---|---|---|
| Issue price per Share | $0.750 | |||
| 50% | ||||
| decrease in | ||||
| Current | ||||
| Market Price | $1.500 | |||
| Current | ||||
| Market Price | $3.000 | |||
| 100% | ||||
| increase in | ||||
| Current | ||||
| Market Price | ||||
| 184,011,922 Shares | ||||
| Variable A | 10% Voting Dilution | 18,401,192 Shares | 18,401,192 Shares | 18,401,192 Shares |
| Funds raised | $13,800,894 | $27,601,788 | $55,203,576 |
| 276,017,883 Shares | 10% Voting Dilution | 27,601,788 Shares | 27,601,788 Shares | 27,601,788 Shares |
|---|---|---|---|---|
| 50% increase in Variable A | Funds raised | $20,701,341 | $41,402,682 | $82,805,364 |
| 368,023,844 Shares | 10% Voting Dilution | 36,802,384 Shares | 36,802,384 Shares | 36,802,384 Shares |
| 100% increase in Variable A | Funds raised | $27,601,788 | $55,203,576 | $110,407,152 |
Notes:
- The table has been prepared on the following assumptions:
(a) The issue price is the current market price ($1.500), being the closing price of the Shares on ASX on 16 April 2026, being the latest practicable date before this Notice was signed.
(b) Variable A comprises of 184,011,922 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.
(c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(d) No convertible Securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.
(e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. 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.
-
The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.
-
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%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
-
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(e) Allocation policy
The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
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The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new investors who are not related parties of or associates of a related party of the Company.
(f) Issues in the past 12 months
The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2025 annual general meeting held on 29 May 2025.
In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company issued 14,547,822 Shares under Listing Rule 7.1A by way of a placement on 24 July 2025 (Placement), as detailed in the table below. The 14,547,822 Shares represent approximately 11.15% of the total number of the Company's Equity Securities on issue at the commencement of that 12-month period.
| Date of issue | 31 July 2025 |
|---|---|
| Number of Securities | 14,547,822 |
| Recipient of Security | Institutional and sophisticated investors, none of whom is a related party of the Company. The Investors were identified through a bookbuild process, which involved the Company and the lead manager seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the lead manager. |
| Issue price per Security | $0.92 |
| Discount to market price | 14.8% discount to the last traded price prior to announcing the placement, being $1.08 on 21 July 2025. |
| Cash consideration received | $13,383,996 (before costs) |
| Amount of cash consideration spent | Nil |
| Use of cash spent to date and intended use for remaining amount of cash (if any) | Proceeds are intended to be used for in-fill and extensional drilling targeting further upgrades and growth in the current mineral resource estimate, metallurgical test work and re-assay programs to support technical and economic studies, commencement of scoping-level development studies and permitting, pursuit of U.S. Department of Defense critical mineral funding to progress the exciting Antimony potential at Maverick Springs and general working capital (including costs of the Placement). |
As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.
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However, in the event that between the date of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.
6.4 Additional information
Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
The Board recommends that Shareholders vote in favour of Resolution 3.
Page 16
Page 17
Schedule 1 Definitions
In the Notice, words importing the singular include the plural and vice versa.
$ or A$ means Australian Dollars.
10% Placement Facility has the meaning given in Section 6.1.
10% Placement Period has the meaning given in Section 6.2(f).
Annual Report means the Directors' Report, Financial Report and Auditor's Report, in respect to the year ended 31 December 2025.
ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
Article means an article in the Constitution.
Auditor's Report means the auditor's report contained in the Annual Report.
AWST means Australian Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors.
Business Day means a day other than a Saturday, Sunday, bank holiday or public holiday in Perth, Western Australia.
Chair means the person appointed to chair the Meeting of the Company convened by the Notice.
Closely Related Party has the meaning given in section 9 of the Corporations Act.
Company means Sun Silver Limited (ACN 665 307 433).
Constitution means the constitution of the Company, as amended.
Corporations Act means the Corporations Act 2001 (Cth), as amended.
Director means a director of the Company.
Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Equity Security has the same meaning as in the Listing Rules.
Explanatory Memorandum means the explanatory memorandum which forms part of 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
has the meaning given in the introductory paragraph of the Notice.
Minimum Issue Price
has the meaning given in Section 6.2(e).
Notice
means this notice of annual general meeting.
Option
means an option to acquire Shares.
Placement
has the meaning given in Section 6.3(f).
Proxy Form
means the proxy form attached to the Notice.
Remuneration Report
means the remuneration report contained in the Annual Report.
Resolution
means a resolution referred to in the Notice.
Schedule
means a schedule to the Notice.
Section
means a section of the Explanatory Memorandum.
Securities
means any Equity Securities of the Company (including Shares and/or Options).
Share
means a fully paid ordinary share in the capital of the Company.
Shareholder
means the holder of a Share.
Strike
has the meaning given in Section 4.1.
Trading Day
has the same meaning as in the Listing Rules.
Variable A
has the meaning given in Section 6.3(d).
VWAP
means the volume weighted average price of Shares traded on ASX.
Page 18
SUN SILVER
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Sun Silver Limited | ABN 86 665 307 433
Your proxy voting instruction must be received by 10:00am (AWST) on Saturday, 23 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
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/#/name Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign.
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone
Login & Click on 'Meetings'. Use the Holder Number as shown at the top of this Proxy Voting Form.
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)
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A U T O M U T
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Sun Silver Limited, to be held at 10:00am (AWST) on Monday, 25 May 2026 at Level 39 Central Park, 152-158 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.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Remuneration Report | ☐ | ☐ | ☐ |
| 2 | Election of Director – Nathan Marr | ☐ | ☐ | ☐ |
| 3 | Approval of 7.1A Mandate (additional 10% placement capacity) | ☐ | ☐ | ☐ |
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).