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SUPERIOR RESOURCES LIMITED — Proxy Solicitation & Information Statement 2026
Apr 7, 2026
65848_rns_2026-04-07_8b0046c7-bb8a-4682-a9e0-7a232f1e94fb.pdf
Proxy Solicitation & Information Statement
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ASX Announcement
8 April 2026
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Dear Shareholder
Notice of General Meeting 11.00 am, 8 May 2026 Superior Resources Limited, Suite 3, Level 1, 5 Gardner Close, Milton QLD 4064
On behalf of the Board, I am pleased to invite you to Superior Resources Limited’s General Meeting (GM).
As permitted by the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to Shareholders unless a Shareholder has previously requested a hard copy. Instead, the Notice of Meeting and accompanying Explanatory Memorandum (Notice of Meeting) are being made available to shareholders electronically. To view and download the Notice of Meeting please visit the Company’s website at https://www.superiorresources.com.au/investors/ or from the ASX website at www.asx.com.au.
The Board strongly encourages Shareholders to vote via proxy for the purposes of the GM. A personalised Proxy Form will be attached to this letter when dispatched by the Registry. Shareholders who have elected to receive notices from the Company in electronic format will receive an email directly from the Registry. Shareholders can update their email addresses and communication preferences via the website https://au.investorcentre.mpms.mufg.com.
Superior Resources Limited provides for Shareholders to lodge their proxy votes online. To do that, Shareholders can log in to https://au.investorcentre.mpms.mufg.com/Login/Login using the holding details (SRN or HIN) that will be available on the personalised Proxy Form dispatched by the Registry. Once logged in, select Voting and follow the prompts to lodge your vote.
Shareholders can submit questions ahead of the GM to the Company by way of email to [email protected] or through MUFG Corporate Markets voting platform. The Company will lodge a copy of the Presentation made to the meeting with ASX and post this on the Company’s website.
Proxy instructions must be received no later than 48 hours before the commencement of the GM.
If you have problems accessing this service, please contact our share registry, MUFG Corporate Markets on +61 1300 554 474 or via email on [email protected].
Yours sincerely
Carlos Fernicola Company Secretary Superior Resources Limited
Superior Resources Limited Notice of General Meeting
A General Meeting of the Company will be held at the offices of Superior Resources Limited, Suite 3, Level 1, 5 Gardner Close, Milton, QLD 4064, on 8 May 2026 at 11:00am (Brisbane time).
This notice of general meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting.
Please contact the Company on [email protected] if you wish to discuss any matter concerning the Meeting.
Superior Resources Limited ACN 112 844 407
Notice of General Meeting
Notice is hereby given that a General Meeting of the Shareholders of Superior Resources Limited will be held at Suite 3, Level 1, 5 Gardner Close, Milton, QLD 4064, on 8 May 2026 at 11:00am (Brisbane time) ( Meeting ).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form both form part of this Notice of Meeting.
Shareholders are urged to vote by attending the Meeting in person physically or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.
Proxy Forms must be received by no later than 11:00am (Brisbane time) on 6 May 2026. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in SCHEDULE 1 of the Explanatory Memorandum.
Agenda
RESOLUTION 1 RATIFICATION OF ISSUE OF PLACEMENT SHARES UNDER LISTING RULE
7.1
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 29,268,283 issued under the Placement on the terms and conditions in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
RESOLUTION 2 RATIFICATION OF ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1A
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 237,398,383 Shares issued under the Placement on the terms and conditions in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
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RESOLUTION 3 APPROVAL TO ISSUE ATTACHING OPTIONS UNDER LISTING RULE 7.1
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 177,777,777 Attaching Options under the Placement on the terms and conditions in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
RESOLUTION 4 APPROVAL TO ISSUE BROKER OPTIONS UNDER LISTING RULE 7.1
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 5,000,000 Broker Options to GBA Capital and its nominees on the terms and conditions in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
VOTING PROHIBITION AND EXCLUSION STATEMENTS
The Listing Rules prohibit votes being cast (in any capacity) on the following resolutions by any of the following persons or their associates:
Resolution Persons excluded from voting
Resolution 1 – Ratification of issue Persons who participated in the issue or is a of Placement Shares issued under counterparty to the agreement being approved, or Listing Rule 7.1 for the purposes of any associate of those persons. Listing Rule 7.1
Resolution 2 - Ratification of issue Persons who participated in the issue or is a of Placement Shares issued under counterparty to the agreement being approved, or Listing Rule 7.1A any associate of those persons.
Resolution 3 – Issue of Attaching Persons who are expected to participate in, or who Options for the purposes of Listing will obtain a material benefit as a result of, the Rule 7.1 proposed issue (except a benefit solely by reason of being a holder of Shares), or any associate of those persons.
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Resolution 4 – Issue of Broker Persons who are expected to participate in, or who Options for the purposes of Listing will obtain a material benefit as a result of, the Rule 7.1 proposed issue (except a benefit solely by reason of being a holder of Shares), or any associate of those persons.
However, this does not apply to a vote cast in favour of a resolution by:
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(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; or
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(b) the chair of the meeting 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
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
By order of the Board of Directors
Carlos Fernicola Company Secretary Superior Resources Limited 8 April 2026
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Superior Resources Limited ACN 112 844 407
Explanatory Memorandum
INTRODUCTION
This 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 Suite 3, Level 1, 5 Gardner Close, Milton, QLD 4064, on 8 May 2026 at 11:00am (Brisbane time). The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.
Shareholders can attend the Meeting in person or through appointing a proxy. See section 1 for details.
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice, and includes the following:
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1 ACTION TO BE TAKEN BY SHAREHOLDERS, INCLUDING ATTENDING THE MEETING ....... 4
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2 RESOLUTIONS 1 TO 4 – APPROVAL OF ISSUE OF SECURITIES UNDER THE PLACEMENT ... 5
A Proxy Form is located at the end of this Explanatory Memorandum.
This Explanatory Memorandum does not take into account any person’s investment objectives, financial situation or particular needs. If you are in any doubt about what to do in relation to the Meeting you should consult your financial or other professional advisor.
This Explanatory Memorandum contains a mineral resource, which was first announced to ASX on 5 December 2025. The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcement and that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed.
Please contact the Company Secretary ([email protected]) if you wish to discuss any matter concerning the Meeting.
1 ACTION TO BE TAKEN BY SHAREHOLDERS, INCLUDING ATTENDING THE MEETING
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to attend and vote on the Resolutions.
1.1 Proxies
All Shareholders are invited and encouraged to attend the Meeting. If a Shareholder is unable to attend in person, they can appoint a proxy to attend on their behalf by signing and returning the Proxy Form (attached to the Notice) to the Company in accordance with the instructions on the Proxy Form. The Company encourages
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Shareholders completing a Proxy Form to direct the proxy how to vote on each Resolution. The Chair will, in the event a Shareholder appoints him as their proxy, vote undirected proxies in favour of all Resolutions.
The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 11:00am (Brisbane time) on 6 May 2026. Any Proxy Form received after that time will not be valid for the Meeting.
A Proxy Form may be lodged in the following ways:
Superior Resources Limited By Mail C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
Online https://au.investorcentre.mpms.mufg.com
Shareholders lodging a Proxy Form are not precluded from attending and voting in person at the Meeting.
1.2 Corporate representatives
Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
An appointment of corporate representative form is available from the website of the Company’s share registry (MUFG Corporate Markets (AU) Limited).
1.3 Eligibility to vote
The Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 7.00pm (AEDT) on 6 May 2026.
2 RESOLUTIONS 1 TO 4 – APPROVAL OF ISSUE OF SECURITIES UNDER THE PLACEMENT
2.1 Introduction
On 11 December 2025 the Company announced that it had received firm commitments to raise $1.75 million through the issue of 233,333,333 Shares at an issue price of $0.0075 per Share, with 2 attaching Options (exercise price $0.015 and expiring 2.5 years from issue) ( Attaching Options ) for every 3 Shares issued ( Placement ).
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The issue of Attaching Options was subject to Shareholder approval.
On 15 December 2025 the Company announced that it had increased the amount raised under the Placement by $250,000 (for a total amount raised of $2 million), through the issue of an additional 33,333,333 Shares.
Shares were issued under the Placement on 19 December 2025.
Proceeds from the Placement will be used as follows:
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(a) Resource growth initiatives at Superior’s wholly-owned Steam Engine Gold Project (194,000oz Au JORC Mineral Resource), including a 3,000m RC Drill Program.
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(b) Advancement of Steam Engine Feasibility Study work, which is primarily focused on a toll-treatment development pathway, assessing the potential for near-term gold production.
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(c) Commencement of soil and geophysical survey programs at the Telegraph and Halls Reward copper prospects and a drilling program of up to 3,000m.
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(d) General working capital and placement costs.
The firm commitments were received from investors introduced by GBA Capital and existing shareholders ( Placement Participants ). GBA Capital was paid a cash fee of 6% on the amount raised and, subject to Shareholder approval, issued 5 million Options (on the same terms as the Attaching Options) ( Broker Options ).
The Placement was agreed and Shares were issued under it without Shareholder approval using the Company’s then available capacities under, and in compliance with, Listing Rules 7.1 and 7.1A.
Resolutions 1 and 2 seek Shareholder ratification for the issue of the Placement Shares. Resolutions 3 and 4 seek Shareholder approval to issue the Attaching Options and Broker Options.
2.2 Capital structure, dilution and voting power
The Company’s proposed capital structure following the Placement, including its dilutive effect, is set out in SCHEDULE 2.
2.3 Regulatory requirements
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. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% (which was obtained by the Company at its last annual general meeting on 27 November 2025). Listing Rule 7.4 allows shareholders to ratify an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken
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to have been approved under Listing Rules 7.1 and 7.1A, and so does not reduce a company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 and (assuming the conditions of that rule are satisfied) Listing Rule 7.1A.
Security issues that are approved by Shareholders under Listing Rules 7.1 and 7.4 are not included in calculating an entity’s 15% and 10% capacities under Listing Rule 7.1 and 7.1A.
- 2.4 Resolutions 1 and 2 - Information required by Listing Rule 7.5
For the purposes of Listing Rule 7.5, the following information is provided for the ratification of the issue of the Placement Shares:
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(a) The securities were agreed to be issued to Placement Participants, who were identified by GBA Capital. The Placement Participants were not related parties of the Company, members of the Company’s key management personnel, a substantial holder (as defined in the Listing Rules) in the Company or an advisor to the Company, or an associate of any of these, and they are being issued more than 1% of the Company’s current issued capital.
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(b) The number of securities issued by the Company was:
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(i) Resolution 1 – 29,268,283 Shares.
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(ii) Resolution 2 – 237,398,383 Shares.
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(c) The securities issued were fully paid ordinary shares in the capital of the Company, ranking equally with existing Shares on issue.
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(d) The Placement Shares were issued on 19 December 2025.
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(e) The Placement Shares were issued at an issue price of $0.0075 per Share, being an amount agreed between the Company and GBA Capital, following expressions of interest from Placement Participants.
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(f) The Placement Shares were issued to raise $2 million (before costs). The use of funds is set out in section 2.1.
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(g) The material terms of the Placement were as follows:
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(i) Subscribers would subscribe for Shares at an issue price of $0.0075, with 2 Attaching Options for every 3 Shares issued.
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(ii) The subscription amount would be paid, and Placement Securities issued, as soon as practicable.
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(iii) Placement Participants would, in the event Shareholders did not approve the issue of the Attaching Options, be paid the cash value of the Attaching Options determined using the Black Scholes valuation method; agreed at $0.0016 per Attaching Option.
Other than those set out in section 2.1 and this section, there are no other material terms in relation to the issue.
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(h) A voting exclusion statement is included in the Notice.
Listing Rules 7.1 and 7.1A are summarised above. The issues the subject of Resolutions 1 and 2 did not breach Listing Rules 7.1 and 7.1A, and therefore can be ratified under Listing Rule 7.4.
If Resolutions 1 and/or 2 is passed, the issues will be excluded in calculating the Company’s 15% limit and 10% limit under Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 months following the issues.
If Resolutions 1 and/or 2 are not passed, the issue will be included in calculating the Company’s 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively limiting the number of equity securities the Company can issue without Shareholder approval under Listing Rule 7.1 over the 12 months following the issue.
2.5 Resolution 3 – Information required by Listing Rule 7.3
For the purposes of Listing Rule 7.3, the following information is provided for the approval of the issue of Attaching Options:
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(a) The securities will be issued to Placement Participants, who were issued Shares under the Placement and were not related parties of the Company, members of the Company’s key management personnel, a substantial holder (as defined in the Listing Rules) in the Company or an advisor to the Company, or an associate of any of these, and they are being issued more than 1% of the Company’s current issued capital.
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(b) The number of Attaching Options to be issued is 2 Attaching Options for every 3 Placement Shares issued, or approximately 177,777,777 Attaching Options (subject to rounding).
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(c) Each Attaching Option has an exercise price of $0.015 and expiring 2.5 years from issue, and otherwise is on the terms in SCHEDULE 4.
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(d) The Attaching Options will be issued as soon as reasonably practicable after the Meeting, and in any event no later than 3 months after the Meeting.
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(e) The Attaching Options are attaching to the Placement Shares, of which the terms of issue are set out in section 2.1 above, and no funds will be raised from the issue of Attaching Options. Any funds raised from the exercise of the Attaching Options will be used for general working capital.
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(f) Other than as set out in this section 2, there are no other material terms of the agreement under which the Placement Shares were issued.
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(g) A voting exclusion statement is included in the Notice.
Listing Rules 7.1 and 7.1A are summarised above.
If Resolution 3 is passed, the Attaching Options can be issued and Shares issued on exercise will be excluded in calculating the Company’s 15% limit under Listing Rule
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7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 months following the issues.
If Resolution 3 is not passed, the Attaching Options will not be issued and the Company will be required to pay Placement Participants the cash value of the Attaching Options, with the value to be determined using the Black-Scholes valuation method; agreed at $0.0016 per Attaching Option.
2.6 Resolution 4 – Information required by Listing Rule 7.3
For the purposes of Listing Rule 7.3, the following information is provided for the approval of the issue of Broker Options:
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(h) The securities will be issued to GBA Capital and its nominees, who are not related parties of the Company, members of the Company’s key management personnel, a substantial holder (as defined in the Listing Rules) in the Company or an advisor to the Company, or an associate of any of these, and they are being issued more than 1% of the Company’s current issued capital.
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(i) The number of securities to be issued is 5,000,000 Broker Options.
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(j) Each Broker Option has an exercise price of $0.015 and expiring 2.5 years from issue, and otherwise is on the terms in SCHEDULE 4.
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(k) The Broker Options will be issued as soon as reasonably practicable after the Meeting, and in any event no later than 3 months after the Meeting.
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(l) The Broker Options are issued in part considerations for services provided by GBA Capital in relation to the Placement, and no funds will be raised from the issue of Broker Options. Any funds raised from the exercise of the Broker Options will be used for general working capital.
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(m) Other than as set out in this section 2 and as follows, there are no other material terms of the agreement under which the Broker Options will be issued:
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(i) GBA Capital would, on a best efforts basis, procure applications under the Placement.
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(ii) GBA would, in the event Shareholders did not approve the issue of the Broker Options, be paid the cash value of the Broker Options determined using the Black Scholes valuation method; agreed at $0.0016 per Broker Options.
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(iii) The mandate otherwise contains terms considered typical for a transaction of this nature.
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(n) A voting exclusion statement is included in the Notice.
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Listing Rules 7.1 and 7.1A are summarised above.
If Resolution 4 is passed, the Broker Options can be issued and Shares issued on exercise will be excluded in calculating the Company’s 15% limit under Listing Rule
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7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 months following the issues.
If Resolution 4 is not passed, the Broker Options will not be issued and the Company will be required to pay GBA Capital the cash value of the Broker Options, with the value to be determined using the Black-Scholes formula; agreed at $0.0016 per Broker Option.
2.7 Directors’ recommendation
The Directors unanimously recommend that Shareholders vote in favour of Resolutions 1 and 2 as this will refresh the Company’s capacity under Listing Rules 7.1 and 7.1A.
The Directors unanimously recommend that Shareholders vote in favour of Resolutions 3 and 4, as it will allow the Company to issue Attaching Options and Broker Options, rather than paying Placement Participants and GBA Capital respectively the cash value of the Options.
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SCHEDULE 1 DEFINITIONS
In this Notice and Explanatory Memorandum phrases have the meaning given in the Listing Rules and:
| ASX | means ASX Limited or the Australian Securities Exchange |
|---|---|
| operated by ASX Limited, as the context requires. | |
| Attaching Options | means an Option with an exercise price of $0.015 and expiring |
| 2.5 years from issue, and otherwise on the terms in SCHEDULE | |
| 3. | |
| Board | means the board of Directors. |
| Broker Option | means an Option with an exercise price of $0.015 and expiring |
| 2.5 years from issue, and otherwise on the terms in SCHEDULE | |
| 3. | |
| Chairman | means the Chairman of the Company. |
| Company or SPQ | means Superior Resources Limited (ACN 112 844 407). |
| 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. |
| Explanatory | means this explanatory memorandum. |
| Memorandum | |
| Listing Rule | means the listing rules of the ASX. |
| Meeting | means the meeting convened by this Notice (as adjourned from |
| time to time). | |
| Notice | means this notice of meeting. |
| Option | means an option to be issued a Share. |
| Placement | has the meaning given in section 2.1. |
| Proxy Form | means the proxy form attached to this Notice. |
| Resolution | means a resolution set out in the Notice. |
| Share | means a fully paid ordinary share in the capital of the Company. |
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Shareholder means a holder of a Share. VWAP has the meaning given in the Listing Rules.
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SCHEDULE 2 CAPITAL STRUCTURE AND DILUTION
| Prior to Placement | Prior to Placement | Prior to Placement | Prior to Placement | FollowingPlacement | FollowingPlacement | FollowingPlacement | FollowingPlacement | |
|---|---|---|---|---|---|---|---|---|
| Undiluted | Diluted | Undiluted | Diluted | |||||
| shares | % | shares | % | shares | % | shares | % | |
| Shares | 2,373,982,725 | 100% | 2,373,982,725 | 89.75% | 2,373,982,725 | 89.90% | 2,373,982,725 | 76.84% |
| Options | 271,166,482 | 10.25% | 271,166,482 | 8.78% | ||||
| Placement Shares | 266,666,666 | 10.10% | 266,666,666 | 8.63% | ||||
| AttachingOptions | 177,777,777 | 5.75% | ||||||
| Broker Options | 5,000,000 | 0.16% | ||||||
| Total | 2,373,982,725 | 2,645,149,207 | 100% | 2,640,649,391 | 100% | 3,089,593,650 | 100% |
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SCHEDULE 3 ATTACHING OPTION TERMS
- Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option before the Expiry Date.
- Exercise Price
The amount payable on exercise of each Option will be $0.015 ( Exercise Price ).
- Expiry Date
The Options will expire at 5.00pm (AEST) 2.5 years from issue ( Expiry Date ).
Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
- Exercise Period
Options may be exercised at any time prior to the Expiry Date ( Exercise Period
- Notice of Exercise
The Options may be exercised by notice in writing to the Company ( Exercise Notice ) and payment of the Exercise Price, in Australian currency, for each Option being exercised.
A minimum of 33,333 Options (having a total exercise price of $500) must be exercised at any time. Where a Shareholder holds less than 33,333 Options then they must exercise their entire holding of Options.
- Exercise Date
Any Exercise Notice received by the Company will be deemed effective on and from the later of: (i) the date of receipt of the Exercise Notice and (ii) the date of Company’s receipt of the Exercise Price, for each Option being exercised, in cleared funds ( Exercise Date ).
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Timing of Issue of Shares on Exercise
Within 5 Business Days after an Option is validly exercised or such other period specified by the Listing Rules, the Company will:
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(a) allot and issue that number of Shares pursuant to the exercise of the Options; and
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(b) if admitted to the official list of the ASX at the time, apply for official quotation on the ASX of the Shares issued pursuant to the exercise of the Options.
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Shares Issued on Exercise
Shares issued pursuant to the exercise of the Options will rank equally with the then issued Shares of the Company.
- Participation in New Issues
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There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital to Shareholders during the currency of the Options without exercising the Options.
- Reconstruction of Capital
If at any time the issued share capital of the Company is reconstructed, all rights of an Option holder will be varied to comply with the Corporations Act and the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.
- Options Transferable
The Options are transferable.
- Change in Exercise Price
An Option does not confer the right to a change in the Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
- Adjustments for Rights Issues
If the Company makes a pro rata issue of Shares to existing Shareholders, there will be no adjustment to the Exercise Price of an Option.
- Adjustment for Bonus Issue of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than in satisfaction of dividends or by way of dividend reinvestment):
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(a) The number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
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(b) there will be no adjustment to the Exercise Price of an Option.
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Quotation
No application will be made for the Options to be quoted on ASX.
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SUPERIOR RESOURCES LIMITED ABN 72 112 844 407
LODGE YOUR VOTE
ONLINE https://au.investorcentre.mpms.mufg.com
BY MAIL Superior Resources Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150
- ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Superior Resources Limited and entitled to participate in and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 11:00am (Brisbane time) on Friday, 8 May 2026 at Superior Resources Limited, Suite 3, Level 1, 5 Gardner Close, Milton QLD 4064 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Resolutions For Against Abstain *
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1 Ratification of Issue of Placement Shares Under Listing Rule 7.1
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2 Ratification of Issue of Placement Shares Under Listing Rule 7.1a
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3 Approval to Issue Attaching Options Under Listing Rule 7.1
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4 Approval to Issue Broker Options Under Listing Rule 7.1
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* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) Sole Director and Sole Company Secretary |
Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one) |
Joint Shareholder 3 (Individual) Director |
|---|---|---|
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
For
SPQ PRX2601A
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
LODGEMENT OF A PROXY FORM
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Brisbane time) on Wednesday, 6 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
APPOINTMENT OF PROXY
Proxy Forms may be lodged using the reply paid envelope or:
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.
BY MOBILE DEVICE
QR Code
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT vote by scanning the QR code adjacent or You may direct your proxy how to vote by placing a mark in one of the enter the voting link boxes opposite each item of business. All your shares will be voted in https://au.investorcentre.mpms.mufg.com accordance with such a direction unless you indicate only a portion of into your mobile device. Log in using the voting rights are to be voted on any item by inserting the percentage or Holder Identifier and postcode for your number of shares you wish to vote in the appropriate box or boxes. If you shareholding. do not mark any of the boxes on the items of business, your proxy may vote as they choose. If you mark more than one box on an item your vote on that item will be invalid. BY MAIL APPOINTMENT OF A SECOND PROXY Superior Resources Limited You are entitled to appoint up to two persons as proxies to participate in C/- MUFG Corporate Markets (AU) Limited the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Locked Bag A14 share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your BY HAND votes. Fractions of votes will be disregarded; and Parramatta Square (b) return both forms together. Level 22, Tower 6 SIGNING INSTRUCTIONS 10 Darcy Street You must sign this form as follows in the spaces provided: Parramatta NSW 2150 0 Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150 0
- During business hours (Monday to Friday, 9:00am–5:00pm)
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.
IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.