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TOUBANI RESOURCES LIMITED Proxy Solicitation & Information Statement 2026
65949_rns_2026-04-27_11eb1429-8285-42ef-89e8-55ef22e72b68.pdf
Proxy Solicitation & Information Statement
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TOUBANI
RESOURCES
TOUBANI RESOURCES LIMITED
ACN 661 082 435
NOTICE OF ANNUAL GENERAL MEETING
An annual general meeting of the Company will be held at Level 5, 191 St Georges Terrace, Perth WA 6000 on Thursday, 28 May 2026 at 2.30pm (AWST).
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
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TOUBANI RESOURCES LIMITED
ACN 661 082 435
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of Shareholders of Toubani Resources Limited ACN 661 082 435 (Company) will be held at Level 5, 191 St Georges Terrace, Perth WA 6000 on Thursday, 28 May 2026 at 2:30pm (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 this Notice. We recommend Shareholders read the Explanatory Memorandum in relation to the proposed Resolutions.
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 Tuesday, 26 May 2026 at 2:30pm (AWST).
The Company advises that a poll will be conducted for the Resolutions.
Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.
AGENDA
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.
1 Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding resolution the following:
"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.
Voting Prohibition
A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
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(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 person 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, even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
2 Resolution 2 – Re-Election of Mr Daniel Callow as Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 14.5, Article 7.3(c) and for all other purposes, Mr Daniel Callow, Director, retires and being eligible pursuant to Article 7.3(f), is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."
3 Resolution 3 – Re-Election of Mr Matthew Wilcox as Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 14.5, Article 7.3(c) and for all other purposes, Mr Matthew Wilcox, Director, retires and being eligible pursuant to Article 7.3(f), is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."
4 Resolution 4 – Election of Mr Gaurav Gupta as Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 14.4, Article 7.3(j) and for all other purposes, Mr Gaurav Gupta, who was appointed as a Director on 22 September 2025, retires and being eligible pursuant to Article 7.3(j), is elected as a Director on the terms and conditions in the Explanatory Memorandum."
5 Resolution 5 – Election of Non-Board Endorsed Candidate Mr Stephen Mayne as a Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, Mr Stephen Mayne, who has nominated himself, be elected as a Director, with effect from the date all necessary regulatory consents and approvals are received by the Company."
Note: Details regarding Mr Mayne's candidacy are detailed in the Explanatory Memorandum. Mr Mayne's election is NOT endorsed by the Board.
Dated: 28 April 2026
By order of the Board
Aaron Gates
Company Secretary
TOUBANI RESOURCES LIMITED
ACN 661 082 435
EXPLANATORY MEMORANDUM
1 Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.
This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions:
| Section 2 | Action to be taken by Shareholders |
| Section 3 | Annual Report |
| Section 4 | Resolution 1 – Remuneration Report |
| Section 5 | Resolution 2 – Re-Election of Mr Daniel Callow as Director |
| Section 6 | Resolution 3 – Re-Election of Mr Matthew Wilcox as Director |
| Section 7 | Resolution 4 – Election of Mr Gaurav Gupta as Director |
| Section 8 | Resolution 5 – Election of Non-Board Endorsed Candidate Mr Stephen Mayne as a Director |
| Schedule 1 | Definitions |
A Proxy Form is located at the end of this Explanatory Memorandum.
2 Action to be taken by Shareholders
Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
The Company advises that a poll will be conducted for all Resolutions.
2.1 Proxies
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. The Company encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person, by signing and returning the Proxy Form 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 (subject to the voting exclusions detailed in the Notice).
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(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. Where the proportion or number is not specified, each proxy may exercise half of the votes.
If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate's representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
Proxy Forms must be received by the Company no later than 2:30pm (AWST) on Tuesday, 26 May 2026, being at least 48 hours before the Meeting.
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)
In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:
(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
(b) a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
A vote on Resolution 1 must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, and:
(a) the person is appointed as a proxy that specifies the way the proxy is to vote on Resolution 1; or
(b) the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on Resolution 1, but expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected with the remuneration of a member of the Key Management Personnel.
3 Annual Report
In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. 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 www.toubaniresources.com;
(b) ask questions about, or comment on, the management of the Company; and
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(c) ask the auditor questions about the conduct of the audit and the preparations 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 auditor about:
(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies of 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 five (5) business days before the Meeting to the Company Secretary at the Company's registered office.
4 Resolution 1 – Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of the Shareholders. The Directors' Report contains the Remuneration Report which sets out:
(a) the Company's remuneration policy; and
(b) 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 or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
Pursuant to the Corporations Act, Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings.
If 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) 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. Please note, if the Remuneration Report receives a Strike at the Meeting and 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 reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.
The Chair intends to exercise all available proxies in favour of Resolution 1.
If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
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5 Resolution 2 – Re-Election of Mr Daniel Callow as Director
5.1 General
Listing Rule 14.5 provides that a listed company must hold an election of directors at each annual general meeting.
Article 7.3(c) provides that if the Company has three or more Directors, one third of the Directors (excluding Directors required to retire under Article 7.3(j) and rounded down to the nearest whole number), excluding the Managing Director, must retire at each annual general meeting of the Company.
Article 7.3(f) provides that a Director retiring from office under Article 7.3(c) is eligible for re-election.
Mr Daniel Callow was re-elected as Director by Shareholders at the Company's annual general meeting held on 31 May 2024.
In accordance with Article 7.3(c), Resolution 2 provides that Mr Callow retires and seeks re-election as a Director.
Mr Callow has over 28 years of experience of mining in multiple jurisdictions in Africa. Mr Callow was Head of African Copper Operations for Glencore PLC., Chief Executive Officer and Executive Director of Katanga Mining Limited and Chief Executive Officer of Mopani Copper Mines PLC. He is also a Professional Mining Engineer and holds an MBA from Henley Management College and a Bachelor (Hons) of Mining Engineering from the Camborne School of Mines as well as Non-Executive Director professional diploma from FT-London. Mr Callow has operated multiple mines at an executive level, and has overseen more than US$2.5 billion in mining projects from conception though to full production in both greenfields and brownfields projects.
If Resolution 2 is passed, Mr Callow will be re-elected as a Director.
If Resolution 2 is not passed, Mr Callow will not be re-elected as a Director.
Resolution 2 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of Resolution 2.
5.2 Director recommendation
The Directors (excluding Mr Daniel Callow) support the re-election of Mr Callow as a Director and recommend that Shareholders vote in favour of Resolution 2.
6 Resolution 3 – Re-Election of Mr Matthew Wilcox as Director
6.1 General
Refer to Section 5.1 for a summary of Listing Rule 14.5 and Articles 7.3(c) and 7.3(f).
Mr Matthew Wilcox was re-elected as a Director by Shareholders at the Company's annual general meeting held on 30 May 2025.
In accordance with Article 7.3(c), Resolution 3 provides that Mr Wilcox retires and seeks re-election as a Director.
Mr Wilcox is highly experienced across the gold mining industry, particularly in West Africa. He is currently CEO and managing director of Predictive Discovery Limited. He was previously the CEO at Tietto Minerals Limited where he oversaw the design, construction, commissioning and operation of the Abujar Gold Mine before being acquired by Zhaojin Capital for A$750 million in May 2024. Mr Wilcox also led the construction of West African Resources Sanbrado Gold Mine, completed in March 2020, ahead of schedule and under budget. Prior to West African Resources, Mr Wilcox spent eight years in senior management roles for Nord Gold, where he led the construction of the
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4Mtpa Bissa Gold Project and 8Mtpa Bouly Gold Project, both in Burkina Faso. He was also the General Manager for the 6Mtpa Lefa Gold Project in Guinea, and Project Director for construction of the 12Mtpa Gross Gold Project in Siberia, Russia for Nord Gold.
If Resolution 3 is passed, Mr Wilcox will be re-elected as a Director.
If Resolution 3 is not passed, Mr Wilcox will not be re-elected as a Director.
Resolution 3 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of Resolution 3.
6.2 Directors Recommendation
The Directors (excluding Mr Matthew Wilcox) support the election of Mr Wilcox as a Director and recommend that Shareholders vote in favour of Resolution 3.
7 Resolution 4 – Election of Mr Gaurav Gupta as Director
7.1 General
Listing Rule 14.4 provides that a director appointed as a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity.
Article 7.2(a) provides that subject to Articles 7.1(a) to 7.1(d) (inclusive), the Directors may appoint any person as a Director.
Article 7.3(i) provides that a Director appointed under Article 7.2(a) may retire at the next general meeting of the Company and is eligible for election at that meeting.
Article 7.3(j) provides that unless a Director appointed under Article 7.2(a) has retired under Article 7.3(i), that Director must retire at the next annual general meeting, and is eligible for re-election at that meeting.
Mr Gaurav Gupta was appointed as a Non-Executive Director pursuant to Article 7.2(a) on 22 September 2025.
In accordance with Article 7.3(j), Resolution 4 provides that Mr Gupta retires and seeks election as a Director.
Mr Gupta has over 25 years' experience in international trade and is a qualified Chartered Accountant. He manages a Monetary Authority of a Singapore registered family office, with high-growth / investment holdings across the mineral and biotech industries.
If Resolution 4 is passed, Mr Gupta will be elected as a Director.
If Resolution 4 is not passed, Mr Gupta will not be elected as a Director.
Resolution 4 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of Resolution 4.
7.2 Directors Recommendation
The Directors (excluding Mr Gaurav Gupta) support the election of Mr Gupta as a Director and recommend that Shareholders vote in favour of Resolution 4.
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8 Resolution 5 - Election of Non-Board Endorsed Candidate Mr Stephen Mayne as a Director
8.1 General
By notice to the Company received on 12 April 2026, Mr Stephen Mayne, an external non-Board endorsed candidate, has nominated himself to stand for election as a non-executive Director in accordance with Article 7.2(f) of the Constitution.
The Board has considered Mr Mayne's nomination and recommends shareholders vote against Mr Mayne's election as a Director for the reasons detailed below.
If Resolution 5 is passed, Mr Mayne will be elected as a Director with effect following receipt by the Company of all necessary regulatory consents and approvals.
If Resolution 5 is not passed, Mr Mayne will not be elected as a Director.
Resolution 5 is an ordinary resolution.
The Chair intends to exercise all available proxies against Resolution 5.
8.2 Resolution NOT supported by the Board
Mr Mayne has provided biographical details for inclusion in this Notice. Other than the biographical detailed outlined below, the Company has little knowledge of Mr Mayne, his bona fides, experiences or attributes he would bring to the Board.
The Board has considered Mr Mayne's nomination in the context of the current Board composition, skills, qualifications, professional experience and diversity against those already represented in line with its well-defined nomination and Director recruitment process. The process the Board undertakes balances the introduction of new skills to the Board while maintaining sufficient continuity and aims to ensure that Shareholders are given the opportunity to elect the most appropriately qualified and experienced candidates to the Board.
Mr Mayne has been assessed by the Board as being independent, based on the information known to the Board as at the date of despatch of this Notice. In its assessment, the Board has considered Mr Mayne's background, skills and expertise, and any relevant experience as a director of other companies of a comparable scale and complexity to the Company. As a result of this process, it has been determined that Mr Mayne will not bring additional skills to the current Board in areas of priority for the Company to support its strategy and long-term objectives. His election as Director would not enhance the overall effectiveness of the Board and would not be in the best interests of the Company at this present time. The Board is satisfied that the current composition aligns with the Company's strategic objectives.
The Board notes that Mr Mayne has unsuccessfully nominated himself for numerous other Boards of listed public companies. As at the date of this Notice, to the best of the Company's knowledge, Mr Mayne holds 1,150 Shares in the Company.
The Company has limited knowledge of Mr Mayne other than the following information that he provided with his nomination. The information below has not been independently verified by the Company, nor does the Company make any representation as to its accuracy.
"Stephen Mayne, 56. BCom (Melb). GAICD. Stephen is a Walkley Award-winning business journalist and Australia's best known retail shareholder advocate. He was the founder of www.crikey.com.au, publishes the corporate governance website www.maynereport.com, writes regular columns for The Intelligent Investor and co-hosts The Money Café podcast with Alan Kohler. His governance experience includes almost 8 years as a City of Manningham councillor in Melbourne's eastern suburbs, a 4 year term (2012-2016) as a City of Melbourne councillor where he chaired the Finance and Governance committee, almost 5 years on the Australian Shareholders' Association board and asking questions at more than 1300 ASX listed company AGMs since 1998. Stephen nominated for the Toubani Resources board out of concern that it has once again chosen to run a physical AGM in Perth, the world's most isolated city, which makes it difficult for east coast
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shareholders to participate. Toubani Resources Ltd is now capitalised at more than $400m and reports that it has 684 shareholders. It should be holding a modern hybrid AGM with participation in person in Perth and online. Mr Mayne is also concerned that Toubani Resources completed two separate selective institutional placements in 2025 with no opportunity for retail shareholders to participate on the same terms through a Share Purchase Plan. In April 2025, it raised $29m via a two-tranche placement at 24c and in October 2025 it followed up with a multi-tranche $125m placement at 40c. With the shares trading at 57c in mid-April 2026, the placement recipients are well in front and retail shareholders have been diluted without compensation. Stephen believes Toubani should offer retail shareholders a standalone uncapped make-good SPP at a reasonable discount to the prevailing price and that electing Stephen to the board will reduce the prospect of such poor treatment being repeated in the future. Contact Stephen by email at [email protected] of via www.maynereport.com."
As noted in the Resolution, if Mr Mayne is elected, his appointment will only take effect following receipt by the Company of all necessary regulatory consents and approvals.
Having regard to these matters and in the best interests of the Company, the Board has determined NOT to support Mr Mayne's appointment as Director.
8.3 Directors Recommendation
The Directors unanimously recommend that Shareholders vote against Resolution 5.
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Schedule 1
Definitions
In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.
$ means Australian Dollars.
Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 31 December 2025.
Article means an article in the Constitution.
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.
Auditor's Report means the auditor's report on the Financial Report.
AWST means Australian Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors.
Chair means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.
Closely Related Party means:
(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.
Company means Toubani Resources Limited (ACN 661 082 435).
Company Secretary means the company secretary of the Company.
Constitution means the constitution of the Company.
Corporations Act means Corporations Act 2001 (Cth).
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.
Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.
Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Listing Rules means the listing rules of ASX.
Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Managing Director means the managing director of the Company.
Meeting has the meaning in the introductory paragraph of the Notice.
Non-Executive Director means a non-executive director of the Company.
Notice means the notice of general meeting and includes the Explanatory Memorandum and Proxy Form.
Proxy Form means the proxy form attached to the Notice.
Remuneration Report means the remuneration report set out in the Directors' Report.
Resolution means a resolution contained in the Notice.
Schedule means a schedule to this Explanatory Memorandum.
Section means a section of this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of one or more Shares.
Strike has the meaning given in Section 4.
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TOUBANI
RESOURCES
Troubani Resources Limited | ABN 80 661 082 435
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Your proxy voting instruction must be received by 2:30pm (AWST) on Tuesday, 26 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/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign.
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at
https://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)
AUTOMIC
TRE
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Toubani Resources Limited, to be held at 2:30pm (AWST) on Thursday, 28 May 2026 at Level 5, 191 St Georges Terrace, Perth WA 6000 hereby:
Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.
Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote except Resolution 5 in which the Chair will vote AGAINST.
Unless indicated otherwise by marking the "for", "against" or "obstain" 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 | Re-Election of Mr Daniel Callow as Director | ☐ | ☐ | ☐ |
| 3 | Re-Election of Mr Matthew Wilcox as Director | ☐ | ☐ | ☐ |
| 4 | Election of Mr Gaurav Gupta as Director | ☐ | ☐ | ☐ |
| 5 | Election of Non-Board Endorsed Candidate Mr Stephen Mayne as a Director | ☐ | ☐ | ☐ |
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).