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UNITY METALS LIMITED Proxy Solicitation & Information Statement 2026
65980_rns_2026-04-23_dde17f69-5bc9-4671-ac55-4ce70dcdbb35.pdf
Proxy Solicitation & Information Statement
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Unity Metals
24 April 2026
Dear Shareholder
SHAREHOLDER NOTICE AND ACCESS - NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting (Meeting) of shareholders of Unity Metals Limited (ACN 678 776 899) (Company) will be held at the Meeting Room, Level 26, 140 St Georges Terrace, Perth Western Australia on Friday 29 May 2026 at 3:00pm (AWST).
In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Annual General Meeting (Notice), to shareholders unless a shareholder has made a valid election to receive such documents in hard copy, or otherwise requests a hard copy. The Notice can be viewed and downloaded from:
(a) the Company's website at: https://www.unitymetals.com.au/investors/notice-of/meetings/; or
(b) the Company's ASX platform at https://www.asx.com.au/markets/company/UM1.
Shareholders who have nominated an email address and have elected to receive electronic communications from the Company, will receive an email to their nominated email address with a link to the electronic copy of the Notice and a copy of their personalised Proxy Form.
Shareholders are encouraged to make the switch to paperless communications. It enables the Company to provide you with information more quickly, at a lower cost and with less use of finite resources.
In order to receive electronic communications from the Company in the future, please update your shareholder details at www.investorvote.com.au and log in with your unique shareholder identification number and postcode (or country for overseas residents), which you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the "Vote" tab.
The Company strongly encourages shareholders to lodge a directed proxy form prior to the meeting.
For your proxy voting instructions to be effective, your proxy form must be received by 3:00pm (AWST) on Wednesday 27 May 2026, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.
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.
Unity Metals Limited – Shareholder Notice & Access Letter
Unity Metals
If you have any difficulties obtaining a copy of the Notice, please contact the Company Secretary on +61 8 9321 7277 or the Company's share registry, Computershare, on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).
On behalf of the Board, thank you for your continued support as a shareholder.
Your sincerely
A. H. Wright
Andrew Wright
Chairman
Unity Metals Limited – Shareholder Notice & Access Letter
2
NOTICE OF ANNUAL GENERAL MEETING 2025
The Annual General Meeting of the Company will be held at the Meeting Room, Level 26, 140 St Georges Terrace, Perth, Western Australia on Friday, 29 May 2026 at 3:00pm (AWST).
Proxy Forms for the Meeting should be lodged before 10:00am (AWST) on Wednesday, 27 May 2026.
If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. 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.
unitymetals.com.au
ACN 678 778 899
Unity
Metals
Unity Metals Limited – Notice of Annual General Meeting
UNITY METALS LIMITED
ACN 678 776 899
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shareholders of Unity Metals Limited ACN 678 776 899 (Company) will be held at Level 26, 140 St Georges Terrace, Perth Western Australia on Friday, 29 May 2026 at 3:00pm (AWST) (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy 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 Wednesday, 27 May 2026 at 5:00pm (AWST).
The Company advises that a poll will be conducted for all Resolutions.
Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.
AGENDA
ANNUAL REPORT
To table and consider the Annual Report of the Company and its controlled entities for the 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 these reports. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.
1 RESOLUTION 1 – REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following as a non-binding resolution:
"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. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.
Voting Prohibition: A vote on this Resolution must not be cast:
(a) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
(b) 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 (each a voter) as proxy if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
(a) the voter is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even though this Resolution is connected with the remuneration of members of the Key Management Personnel.
2 RESOLUTION 2 – RE-ELECTION OF MR GILBERT RODGERS
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 14.4, clause 8.3 of the Constitution and for all other purposes, Mr Gilbert Rodgers, a Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."
3 RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purpose of Listing Rule 7.1A and all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 3, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the Additional 10% Placement Capacity, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, an issue under the Additional 10% Placement Capacity (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 Resolution 3 by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair 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
(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:
(1) 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
(2) the holder votes on the Resolution in accord.
OTHER BUSINESS
To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.
Unity Metals Limited – Notice of Annual General Meeting
Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.
By order of the Board.
Frank DeMarte
Company Secretary
Dated 17 April 2026
Unity Metals Limited – Notice of Annual General Meeting
UNITY METALS LIMITED
ACN 678 776 899
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.
This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
| Section 1 | Introduction |
|---|---|
| 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 Gilbert Rodgers as Director |
| Section 6 | Resolution 3 – Approval of Additional 10% Placement Capacity |
| Schedule 1 | Glossary |
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.
2.1 Proxies
A Proxy Form is enclosed with 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 vote at the Meeting either in person or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions on the Proxy Form. 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 up to 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.
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.
Unity Metals Limited – Notice of Annual General Meeting
Proxy Forms must be received by the Company no later than 3:00pm (AWST) on Wednesday, 27 May 2026, being at least 48 hours before the Meeting. Proxy Forms received later than this time will be invalid.
You can lodge your Proxy Form with the Company by:
(a) Online: www.investorvote.com.au.;
(b) By mobile: Scan the QR Code on your proxy form and follow the prompts.
(c) Mail: to Computershare Investor Services Pty Limited GPO Box 242, Melbourne Victoria 3001, Australia.
(d) Facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).
(e) Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
By appointing the Chairperson as a proxy (or where the Chairperson becomes proxy by default) the relevant Shareholder gives the Chairperson express authority to exercise the proxy on Resolution 1 (except where the Shareholder has indicated a different voting intention on the Proxy Form) even though Resolution 1 is connected directly or indirectly with the remuneration of members of the Key Management Personnel, which includes the Chairperson.
It is the Chairperson's intention to vote all undirected proxies in favour of all Resolutions. In exceptional cases the Chairperson's intentions may subsequently change and in this event, the Company will make an announcement to the ASX.
If you appoint a member of Key Management Personnel (other than the Chairperson) or any Closely Related Party of a member of Key Management Personnel as your proxy, you must direct that person how to vote on Resolution 1 if you want your Shares to be voted on that Resolution.
2.2 Attendance at the Meeting
Shareholders are invited to attend the Meeting in person at the time and place indicated in the Notice.
Shareholders may vote by directed proxy in lieu of attending the Meeting in person.
If it becomes necessary or appropriate to make alternative arrangements to those detailed in the Notice, Shareholders will be updated via the ASX announcements platform and on the Company's website at www.unitymetals.com.au.
3 Annual Report
The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 31 December 2025, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.
No resolution is required to be moved in respect of this item.
In accordance with section 317 of the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to discuss the Annual Report, ask questions about, or make comments on the accounts and on the management of the Company.
Unity Metals Limited – Notice of Annual General Meeting
The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor's representative questions relating to:
- the conduct of the audit;
- the preparation and content of the Auditor's Report;
- the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
- the independence of the Auditor by the Company in relation to the conduct of the audit.
The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.
4 Resolution 1 – Remuneration Report
4.1 Overview
Section 250R(2) of the Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders.
The Remuneration Report is detailed on pages 20 to 29 of the Annual Report and is available on the Company's website at www.unitymetal.com.au.
The Remuneration Report sets out the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any equity-based compensation.
The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.
The vote on this Resolution is advisory only and does not bind the Directors or the Company.
4.2 Voting consequences
If the Company's Remuneration Report receives at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second annual general meeting.
All of the Directors who were in office when the applicable Directors' Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.
4.3 Previous voting results
Resolution 1 is the first occasion on which a vote on the Company's remuneration report has been put to an annual general meeting of the Company under section 250R(2) of the Corporations Act, as the Company was only admitted to the official list of ASX on 8 January 2026. Accordingly, a Spill Resolution will not be required for this Meeting.
4.4 Board recommendation
The Board declines to make a recommendation as to how Shareholders should vote in respect of Resolution 1 as they each have an interest in the outcome of the Resolution
Unity Metals Limited – Notice of Annual General Meeting
7
5 Resolution 2 – Re-election of Mr Gilbert Rodgers as Director
Note that a voting exclusion applies to this Resolution in the terms set out in the Notice. Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.
5.1 General
In accordance with Listing Rule 14.5 and clause 8.3(a) of the Company's Constitution, at every annual general meeting an election of Directors must take place. Listing Rule 14.4 prevents a Director from holding office (without re-election) past the third annual general meeting following the Director's appointment or 3 years, whichever is longer.
Pursuant to clause 8.3(c) of the Constitution, if none of the Directors are required to retire under clauses 8.1(e) or 8.3(a) of the Constitution (that is, where they have held office without re-election for less than 3 years), at least one Director (excluding the Managing Director) must retire from office as a Director. Messrs Gilbert Rodgers, Andrew Wright and Mark Ashall were each elected as directors at the Company's annual general meeting held on 19 November 2025.
Accordingly, pursuant to Resolution 2, Mr Gilbert Rodgers, being a Director, retires by way of rotation and, being eligible, seeks approval to be re-elected as a Director.
The Constitution can be viewed online and downloaded via the Company's website at: https://www.unitymetals.com.au.
Resolution 2 is an ordinary resolution.
If Resolution 2 is passed, Mr Gilbert Rodgers will be re-elected as a Director of the Company. If Resolution 2 is not passed, Mr Gilbert Rodgers will not be re-elected by Shareholders as a Director of the Company.
5.2 Mr Gilbert Rodgers (B.Bus., CA(CAANZ), FAICD)
Mr Rodgers is a Chartered Accountant and has been involved in the resource industry for over 30 years as a director and company secretary of various companies including Pilbara Mines NL, Diversified Mineral Resources NL, AfricWest Gold NL, Jandera Resources NL, Chester Mining Limited, Golden Rim Resources Ltd and other private resource companies. He has been involved in numerous capital raisings and securities listings on ASX and corporate restructures including M&A activities.
Mr Rodgers has not held directorships with any other listed companies in the past 3 years. Mr Rodgers has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.
Mr Rodgers is considered to be an independent director, as Mr Rodgers is employed in an executive capacity by the Company.
5.3 Board recommendation
Based on Mr Rodgers relevant experience and qualifications, the members of the Board, other than Mr Rodgers, recommend Shareholders vote in favour of Resolution 2.
Unity Metals Limited – Notice of Annual General Meeting
6 Resolution 3 – Approval of Additional 10% Placement Capacity
6.1 Background
Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity's annual general meeting (or, if earlier than 12 months, until the entity's next annual general meeting, or the time and date of an approval of the entity's shareholders of a transaction under Listing Rule 11.1.2 or 11.2) (Additional 10% Placement Capacity). The Additional 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.
Resolution 3 seeks Shareholders' approval by way of special resolution to provide the Company the ability to issue additional Equity Securities under the Additional 10% Placement Capacity. The approval of the Additional 10% Placement Capacity provides greater flexibility for the Board to issue, or agree to issue, Shares in the 12-month period following the Meeting.
The Board recommends that Shareholders vote in favour of Resolution 3.
6.2 Information required by Listing Rule 14.1A
If Resolution 3 is passed, the Company will effectively be able to issue equity securities up to a combined annual placement capacity of 25% under Listing Rules 7.1 and 7.1A (subject to certain restrictions) without necessarily requiring prior Shareholder approval.
If Resolution 3 is not passed, the Company will not be able to access the Additional 10% Placement Capacity to issue equity securities without Shareholder approval. This means the Company will only have access to the 15% annual placement capacity for issuing equity securities without necessarily requiring prior Shareholder approval under Listing Rule 7.1.
6.3 Listing Rule 7.1A
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, as at the time of the entity's annual general meeting. The Company is an eligible entity as at the time of this Notice and is expected to be an eligible entity as at the time of the Annual General Meeting.
Resolution 3 is a special resolution, requiring 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) to be passed.
Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, Shares.
As at the date of this Notice, the Company has 169,838,802 quoted Shares on issue. Therefore, based on the number of Shares on issue as at the date of this Notice, the Company may issue 16,983,880 Equity Securities in accordance with Listing Rule 7.1A.
The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the Additional 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.
6.4 Information Required by Listing Rule 7.3A
The following information is provided in relation to Resolution 3, as required by Listing Rule 7.3A:
Unity Metals Limited – Notice of Annual General Meeting
Unity Metals Limited – Notice of Annual General Meeting
10
| Effective period | If Shareholders approve Resolution 3, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Capacity under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:
• the date that is 12 months after the date of the Annual General Meeting;
• the time and date of the Company’s next annual general meeting; and
• the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
(the Additional 10% Placement Period).
The Company will only issue and allot Equity Securities during the Additional 10% Placement Period. |
| --- | --- |
| Minimum price | The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades in the class were recorded immediately before:
• the date on which the price at which the Equity Securities are to be issued is agreed; or
• if the Equity Securities are not issued within 10 Trading Days of the date above, the date on which the Equity Securities are issued.
The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity. |
| Purpose for which funds may be used | The Company may seek to issue the Equity Securities to raise funds for exploration activities, the acquisition of new assets (should suitable assets be found), administration costs and general working capital. The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity. |
| Risk of economic and voting dilution | Shareholders should note that the calculation of the number of Equity Securities that may be issued under the Additional 10% Placement Capacity is a moving calculation and will be based the formula set out in Listing Rule 7.1A.2 at the time of issue, or the agreement to issue, the Equity Securities.
Additional Placement Capacity = (A x D) – E
A is the number of Shares on issue on the date the Company was admitted to the official list of ASX,
• plus the number of Shares issued in the period from the date the Company was admitted to the official list of ASX to the date immediately preceding the date of the issue or agreement (Relevant Period) under an exception in Listing Rule 7.2 (other than exceptions 9, 16 or 17);
• plus the number of Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
o the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
o the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4; |
- plus the number of Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the Relevant Period; or
- the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;
- plus the number of Shares issued in the Relevant Period with approval under Listing Rules 7.1 or 7.4;
- plus the number of partly paid ordinary securities that became fully paid in the Relevant Period; and
- less the number of Shares cancelled in the Relevant Period.
D is 10%; and
E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by the Shareholders under Listing Rule 7.4.
If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, Shareholders who do not participate (either because they are not invited to participate or because they elect not to participate) in any such issue, will have their existing interest and voting power in the Company diluted. There is also a risk that:
(a) 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; or
(b) 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 or the Equity Securities,
which may have an effect on the amount of funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity.
Shareholders will be informed of any issue of Equity Securities under the Additional 10% Placement Capacity as the Company will disclose to the market at the time of issue the specific information required by Listing Rule 3.10.3.
The table below shows the dilution of existing Shareholders upon the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity, using different variables for the number of ordinary securities for variable 'A' (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable 'A' is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities.
| Number of Shares issued and funds raised under the Additional 10% Placement Capacity | Dilution | ||
|---|---|---|---|
| Issue Price at half the current market price $0.105 | Issue Price at current market price $0.21 | Issue Price at double the current market |
Unity Metals Limited – Notice of Annual General Meeting
| and dilution effect | price $0.42 | ||||
|---|---|---|---|---|---|
| Current Variable ‘A’169,838,802 Shares | Shares issued | 16,983,880 | 16,983,880 | 16,983,880 | |
| Funds raised | $1,783,307 | $3,566,615 | $7,133,230 | ||
| Dilution | 10% | 10% | 10% | ||
| 50% increase in current Variable ‘A’254,758,203 Shares | Shares issued | 25,475,820 | 25,475,820 | 25,475,820 | |
| Funds raised | $2,674,961 | $5,349,922 | $10,699,845 | ||
| Dilution | 10% | 10% | 10% | ||
| 100% increase in current variable ‘A’339,677,604 Shares | Shares issued | 33,967,760 | 33,967,760 | 33,967,760 | |
| Funds raised | $3,566,615 | $7,133,230 | $14,266,459 | ||
| Dilution | 10% | 10% | 10% | ||
| Notes: The above table has been prepared on the following assumptions:1. the current market price is the closing price at which Shares were traded on 15 April 2026 (being $0.21);2. the current Shares on issue are the Shares at 15 April 2026 (being 169,838,802 Shares);3. the Company issues the maximum number of Equity Securities available under the Additional 10% Placement Facility;4. no Options or Performance Rights are exercised into Shares before the date of issue of the Equity Securities;5. the Company has not issued any other Equity Securities using its placement capacity under Listing Rule 7.1 or 7.1A in the 12 months preceding this Notice of Meeting;6. 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%;7. existing Shareholders' holdings do not change from the date of this Meeting to the date of the issue under the Additional 10% Placement Capacity;8. the Company issues Shares only and does not issue other types of Equity Securities (such as Options) under the Additional 10% Placement Facility;9. the impact of placements under Listing Rule 7.1 or following the conversion of convertible securities (e.g. Options, Performance Rights) is not included in the calculations. | |||||
| Allocation policy | The identity of the persons to whom Equity Securities will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities, including consideration of matters including, but not limited to:(a) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement |
Unity Metals Limited – Notice of Annual General Meeting
| | could be carried out by means of an entitlement offer, or a placement and an entitlement offer;
(b) the dilutory effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities;
(c) the financial situation and solvency of the Company; and
(d) advice from its professional advisers, including corporate, financial and broking advisers (if applicable). The persons to whom Equity Securities will be issued under the Additional 10% Placement Capacity have not been determined as at the date of this Notice, but will not include related parties (or their Associates) of the Company. |
| --- | --- |
| Previous approval under Listing Rule 7.1A | The Company has not previously obtained Shareholder approval under Listing Rule 7.1A. |
| Voting exclusion statement | At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice. |
Unity Metals Limited – Notice of Annual General Meeting
13
SCHEDULE 1 - GLOSSARY
| $ | means Australian dollars. |
|---|---|
| Additional 10% Placement Capacity | has the meaning set out in section 6.1. |
| Additional 10% Placement Period | has the meaning set out in section 6.4. |
| Annual Report | means the annual report of the Company for the year ended 31 December 2025. |
| Associate | has the meaning given to that term in the Listing Rules. |
| ASX | means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited. |
| Auditor | means the Company's auditor from time to time (if any). |
| Auditor's Report | means the report of the Auditor contained in the Annual Report for the year ended 31 December 2025. |
| AWST | means Australian Western Standard Time being the time in Perth, Western Australia. |
| Board | means the Directors. |
| Chairperson | means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice. |
| Closely Related Party | has the meaning given to that term in the Corporations Act. |
| Company | means Unity Metals Limited (ACN 678 776 899). |
| Constitution | means the constitution of the Company, as amended from time to time. |
| Corporations Act | means the Corporations Act 2001 (Cth). |
| Directors | means the directors 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 meaning given to that term in the Listing Rules. |
| Explanatory Memorandum | means the explanatory memorandum accompanying this Notice. |
| Listing Rules | means the ASX Listing Rules. |
| Meeting | means the Annual General Meeting convened by the Notice. |
| Notice | means this Notice of Annual General Meeting. |
| Proxy Form | means the proxy form attached to or accompanying the Notice. |
| Relevant Period | has the meaning set out in section 6.4. |
| Remuneration Report | means the remuneration report of the Company contained in the Directors' Report |
| Resolution | means a resolution contained in the Notice. |
| Schedule | means a schedule to this Explanatory Memorandum. |
| Securities | means Shares, Options and Performance Rights. |
| Section | means a section of this Explanatory Memorandum. |
| Share | means a fully paid ordinary share in the capital of the Company. |
| Shareholder | means a member of the Company from time to time. |
Unity Metals Limited – Notice of Annual General Meeting
| Spill Meeting | has the meaning set out in section 4.2. |
|---|---|
| Spill Resolution | has the meaning set out in section 4.2. |
| Trading Day | means a day determined by ASX to be a trading day in accordance with the Listing Rules. |
| VWAP | means volume weighted average market price. |
Unity Metals Limited – Notice of Annual General Meeting
15
Unity METALS
UNITY METALS LIMITED
ABN 40 678 776 899
Need assistance?
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
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Online:
www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 3:00pm (AWST) on Wednesday, 27 May 2026.
Proxy Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.
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 sign in the appropriate place to indicate the office held. Delete titles as applicable.
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
Lodge your Proxy Form: XX
Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
Control Number: 999999
SRN/HIN: I9999999999
PIN: 99999
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000001
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.
I 9999999999 IND
Proxy Form
Please mark ☐ to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of Unity Metals Limited hereby appoint
☐ the Chairperson of the Meeting OR
PLEASE NOTE: Leave this box blank if you have selected the Chairperson of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairperson of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Unity Metals Limited to be held in the Meeting Room, Level 26, 140 St Georges Terrace, Perth, Western Australia 6000 on Friday, 29 May 2026 at 3:00pm (AWST) and at any adjournment or postponement of that meeting.
Chairperson authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairperson of the Meeting as my/our proxy (or the Chairperson becomes my/our proxy by default), I/we expressly authorise the Chairperson to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairperson.
Important Note: If the Chairperson of the Meeting is (or becomes) your proxy you can direct the Chairperson to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Against | Abstain | |
|---|---|---|---|
| Resolution 1 | Remuneration Report | ☐ | ☐ |
| Resolution 2 | Re-election of Mr Gilbert Rodgers | ☐ | ☐ |
| Resolution 3 | Approval of Additional 10% Placement Capacity | ☐ | ☐ |
The Chairperson of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s)
This section must be completed.
UM1
325198A
Computershare